Exhibit
10.8


 


	CREDIT SUISSE SECURITIES (USA) LLC

    CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

    Eleven Madison Avenue

    New York, NY 10010	UBS
        AG, STAMFORD BRANCH

        600
        Washington Boulevard

        Stamford,
        Connecticut 06901

         

        ubs
        securities llc

        1285
        Avenue of the Americas

        New
        York, New York 10019



 


CONFIDENTIAL


 


December
22, 2016


 


Project
Cognac


Senior
Secured Term Facility


Commitment
Letter


 


HCAC
Merger Sub, Inc.


c/o
Hennessey Capital Acquisition Corp. II


700
Louisiana Street, Suite 900


Houston,
Texas 77002


Attention:
Kevin Charlton


 


Ladies
and Gentlemen:


 


You
have advised Credit Suisse Securities (USA) LLC (“CS Securities”), Credit Suisse AG, Cayman Islands Branch
(“CS AG” and together with CS Securities, “CS”), UBS AG, Stamford Branch (“UBS”)
and UBS Securities LLC (“UBSS”, and together with UBS, the “UBS Parties”) (CS and the UBS
Parties, collectively, the “Initial Commitment Parties” and, together with any other Commitment Party appointed
as described below, collectively, the “Commitment Parties”, “us” or “we”)
that you intend to acquire, directly or indirectly, the Target (as defined on Exhibit A hereto) and consummate the other
transactions described on Exhibit A hereto. Capitalized terms used but not otherwise defined herein are used with
the meanings assigned to such terms in the Exhibits hereto.


 


1. Commitments.


 


In
connection with the Transactions contemplated hereby, each of CS AG and UBS (together with any other Initial Lender appointed
as described below, collectively, the “Initial Lenders”), and each other Initial Lender hereby commits on a
several, but not joint, basis to provide the percentage of the entire principal amount of the Term Facility set forth opposite
such Initial Lender’s name on Schedule 1 hereto (as such schedule may be amended or supplemented in accordance with
the terms of this Commitment Letter), in each case, (i) upon the terms set forth or referred to in this letter, the Transaction
Summary attached as Exhibit A hereto and the Summaries of Terms and Conditions attached as Exhibits B
hereto and (ii) the initial funding of which is subject only to the conditions set forth on Exhibit C hereto
(such Exhibits A through C, including the annexes thereto, the “Term Sheets” and together
with this letter, collectively, this “Commitment Letter”).


 






     


     


    

 


2. Titles
and Roles.


 


It
is agreed that:


 


		(a)	each
                                         of CS Securities and UBSS, together with any other Term Lead Arranger appointed as described
                                         below, will act as joint lead arrangers and joint bookrunners for the Term Facility (acting
                                         in such capacities, the “Lead Arrangers”); and



 


		(b)	CS
                                         AG will act as sole administrative agent and as sole collateral agent for the Term Facility.



 


Except
as set forth below, you agree that no other agents, co-agents, lead arrangers, bookrunners, managers or arrangers will be appointed,
no other titles will be awarded and no compensation (other than that expressly contemplated in the Fee Letter dated the date hereof
and delivered in connection herewith (the “Fee Letter”)) will be paid to obtain the commitments of the Lenders
under the Term Facility unless you and we shall so reasonably agree; provided, that CS Securities will have “left”
placement (the “Left Lead Arranger”) in any marketing materials or other documentation used in connection with
the Term Facility and (z) the other agents (or their affiliates, as applicable) for the Term Facility will be listed in an
order determined by you in consultation with the Commitment Parties in any marketing materials or other documentation used in
connection with the Term Facility.


 


Notwithstanding
the foregoing, you may, on or prior to December 23, 2016, appoint up to 2 additional agents, co-agents, lead arrangers, bookrunners,
managers or arrangers or confer other titles in respect of the Term Facility (any such agent, co-agent, lead arranger, bookrunner,
manager, arranger or other titled institution, an “Additional Agent”) in a manner and with economics determined
by you in consultation with the Lead Arranger (it being understood that (a) no Additional Agent shall be entitled to a greater
percentage of the economics than either Initial Commitment Party, (b) you may not allocate more than 30% of the total economics
in respect of the Term Facility to Additional Agents (or their affiliates), (c) each Additional Agent (or its affiliate)
shall assume a proportion of the commitments with respect to the Term Facility that is equal to the proportion of the economics
allocated to such Additional Agent (or its affiliates) in respect thereof, and Schedule 1 hereto shall be automatically
amended accordingly as it pertains to the Term Facility and (d) to the extent you appoint (or confer titles on) any Additional
Agent, the economics allocated to, and the commitment amounts of, each relevant Commitment Party in respect of the Term Facility
will be proportionately reduced (or otherwise reduced in a manner agreed by you and us) by the amount of the economics allocated
to, and the commitment amount of, such Additional Agent (or its affiliate), in each case upon the execution and delivery by such
Additional Agent of customary joinder documentation reasonably acceptable to you and us, and thereafter, such Additional Agent
shall constitute a “Commitment Party,” “Initial Lender,” and/or “Term Lead Arranger,” as applicable,
under this Commitment Letter and under the Fee Letter).


 


3. Syndication.


 


We
intend to syndicate the Term Facility to a group of lenders identified by us in consultation with you and acceptable to you (it
being understood and agreed that your consent may not be unreasonably withheld or delayed) (such lenders, the “Lenders”);
it being understood and agreed that we will not syndicate to any Disqualified Institution (as defined below).


 






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“Disqualified
Institution” means:


 


(a) (i)
any person identified on Part A of Annex I to the Fee Letter on the date hereof, (ii) any affiliate of any person
described in clause (i) above that is identifiable based solely the name of such affiliate and (iii) any other affiliate
of any person described in clause (i) above that is identified in a written notice to the Left Lead Arranger (or, after
the Closing Date, the Term Agent, as applicable) after the date hereof (each such person, a “Disqualified Lending Institution”);
and/or


 


(b)
(i) any person that is a competitor of the Target and/or any of its subsidiaries (each such person, a “Competitor”)
and/or any affiliate of any competitor, in each case that is identified on Part B of Annex I to the Fee Letter on
the date hereof, (ii) any Competitor that is identified in writing and reasonably acceptable to the Left Lead Arrangers (if after
the date hereof and prior to the Closing Date) or the Term Agent, as applicable (if after the Closing Date), (iii) any affiliate
of any person described in clauses (i) and/or (ii) above (other than any bona fide debt fund affiliate) that is
identifiable based solely on the name of such affiliate) and (iv) any other affiliate of any person described in clauses (i)
and/or (iii) above that is identified by a written notice to the Left Lead Arranger (or, after the Closing Date, the
Term Agent, as applicable) after the date hereof (it being understood and agreed that no bona fide debt fund affiliate of any
Competitor may be designated as Disqualified Institution pursuant to this clause (iv)); provided that no written
notice delivered pursuant to clauses (a)(iii), (b)(ii) and/or (b)(iv) above shall apply retroactively to
disqualify any person that has previously acquired an assignment or participation interest in the Loans.


 


Notwithstanding
any other provision of this Commitment Letter to the contrary and notwithstanding any syndication, assignment or other transfer
by any Initial Lender, other than in connection with any assignment to an Additional Agent upon designation of such Additional
Agent as an Initial Lender and the execution and delivery by such Additional Agent of customary joinder documentation, in each
case pursuant to the immediately preceding paragraph, in respect of the amount allocated to such Additional Agent, (a) no Initial
Lender shall be relieved, released or novated from its obligations hereunder (including its obligation to fund its applicable
percentage of the Term Facility on the Closing Date if the conditions set forth on Exhibit D hereto are satisfied or waived)
in connection with any syndication, assignment or other transfer until after the initial funding of the Term Facility on the Closing
Date, (b) no such syndication, assignment or other transfer shall become effective with respect to any portion of any Initial
Lender’s commitments in respect of the Term Facility until the initial funding of the Term Facility on the Closing Date
and (c) unless the Borrower agrees in writing in its sole discretion, each Initial Lender, each Commitment Party and each
Lead Arranger shall retain exclusive control over all rights and obligations with respect to its commitments in respect of the
Term Facility, including all rights with respect to consents, waivers, modifications, supplements and amendments, until the Closing
Date has occurred.


 


The
Lead Arrangers intend to commence syndication efforts with respect to the Term Facility promptly and from the Acceptance Date
(as defined below) until the earlier to occur of (x) a Successful Syndication (as defined in the Fee Letter) and (y) the
date that is 60 days after the Closing Date (the “Syndication Period”), and you agree to assist (and to use
your commercially reasonable efforts to cause the Target to assist) the Lead Arrangers in completing a syndication of the Term
Facility that is reasonably satisfactory to the Lead Arrangers and you. Such assistance shall include (a) using your commercially
reasonable efforts to ensure that the syndication efforts benefit from your existing banking relationships and, to the extent
appropriate and reasonable, those of you and the Target, (b) facilitating direct contact between appropriate members of senior
management of you, on the one hand, and the proposed Lenders, on the other hand (and using your commercially reasonable efforts
to ensure such contact between non-legal advisors of you and appropriate members of senior management and non-legal advisors of
the Target, on the one hand, and the proposed Lenders, on the other hand, subject to the limitations on your rights set forth
in the Acquisition Agreement), in all cases at times and locations to be mutually agreed upon, (c) your assistance and provision
of information for use (and using your commercially reasonable efforts to cause the Target to assist and provide information for
use) in the preparation of a customary confidential information memorandum (the “CIM”) and other customary
marketing materials to be used in connection with the syndication of the Term Facility, (d) the hosting, with the Lead Arrangers,
of meetings (or, if you and we shall agree, conference calls in lieu of any such meeting) of prospective Lenders (limited to one
“bank meeting”, unless otherwise deemed reasonably necessary by the Lead Arrangers) at times and locations to be mutually
agreed (and using your commercially reasonable efforts to cause the senior management of the Target to be available for such meetings),
(e) during the Syndication Period, your ensuring that there is no competing issuance or incurrence of debt securities or
bank financing by or on behalf of Holdings, the Borrower or their respective subsidiaries and your using commercially reasonable
efforts to ensure that there are no competing issuances or incurrences of debt securities or bank financing by and on behalf of
the Target or their subsidiaries announced, offered, placed or arranged (other than, for the avoidance of doubt, (i) the Term
Facility and (ii) Permitted Surviving Debt), in each case that could reasonably be expected to materially impair the primary syndication
of the Term Facility and (f) using your commercially reasonable efforts to obtain public corporate credit or public corporate
family ratings, as applicable, of the Borrower and public ratings for the Term Facility from each of Moody’s Investors Service,
Inc. (“Moody’s”) and Standard & Poor’s Financial Services LLC (“S&P”),
a subsidiary of S&P Global Inc. prior to the commencement of the Marketing Period (it being understood that obtaining such
ratings is in no event a condition to the commitments hereunder). Notwithstanding anything to the contrary contained in this Commitment
Letter or the Fee Letter, neither the commencement nor the completion of the syndication of any of the Term Facility, nor obtaining
ratings for the Term Facility, shall constitute a condition precedent to the availability and initial funding of the Term Facility
on the Closing Date.


 






    	 	3	 



     


    

 


The
Lead Arrangers, in their capacity as such, will manage, in consultation with you (and subject to your consent rights set forth
in the first paragraph of this Section 3), all aspects of the syndication, including decisions as to the selection of prospective
Lenders to be approached (which may not be Disqualified Institutions) and when they will be approached, when the Lenders’
commitments will be accepted, which Lenders will participate, the allocation of the commitments among the Lenders and the amount
and distribution of fees among the Lenders.


 


You
acknowledge that (a) the Lead Arrangers will make available customary marketing materials (the “Information Materials”),
including the CIM (containing customary language exculpating the Commitment Parties and their respective affiliates with respect
to any liability related to the use of the contents of the Public Package (as defined below)) and a customary lenders’ presentation
to the proposed syndicate of Lenders by posting the Information Materials on IntraLinks, SyndTrak or another similar secure electronic
system and (b) certain of the prospective Lenders may be “public side” Lenders (i.e., Lenders that
have personnel that do not wish to receive material non-public information within the meaning of foreign or the United States
federal or state securities laws with respect to Holdings, the Borrower, the Target, their respective subsidiaries, or the respective
securities of any of the foregoing or the Acquisition (“MNPI”) (each, a “Public Lender”
and, collectively, the “Public Lenders”)). At the request of the Lead Arrangers, you agree to assist and to
use commercially reasonable efforts to cause the Target to assist us in preparing an additional version of the information package
and presentation consisting exclusively of information and documentation with respect to Holdings, the Borrower, the Target, their
respective subsidiaries, the respective securities of any of the foregoing and the Acquisition that is either information of a
type that would be made publicly available if Holdings, the Borrower or the Target were to become public reporting companies or
not material with respect to Holdings, the Borrower, the Target, your and their respective subsidiaries, any of their respective
securities or the Acquisition for purposes of foreign or United States federal or state securities laws (and is not otherwise
MNPI) (the “Public Package”). It is understood that in connection with your assistance described above, customary
authorization letters will be included in the CIM that (i) authorize the distribution of the CIM to prospective Lenders, (ii)
confirm that the Public Package does not include MNPI or any information of a type that would not be publicly available if Holdings,
the Borrower, or the Target were public reporting companies and (iii) contain a customary “10b-5 representation”.
You acknowledge and agree that, in addition to the Public Package, the following documents may be distributed to all prospective
Lenders (other than Disqualified Institutions), including prospective Public Lenders (except to the extent you notify us in writing
to the contrary prior to distribution and provided that you have been given a reasonable opportunity to review such documents
and comply with applicable disclosure obligations): (i) the Term Sheets, (ii) drafts and final definitive documentation
with respect to the Term Facility, (iii) administrative materials prepared by the Lead Arrangers for prospective Lenders
(such as lender meeting invitations, allocations and funding and closing memoranda) and (iv) notifications of changes in
the terms of the Term Facility. You also agree, at our request, to identify (or, in the case of information relating to the Target
and its subsidiaries, use commercially reasonable efforts to identify) information to be distributed to the Public Lenders by
clearly and conspicuously marking the same as “PUBLIC”. By marking any documents, information or other data “PUBLIC”,
you shall be deemed to have authorized the Commitment Parties and the prospective Lenders to treat such documents, information
or other data as not containing MNPI (it being understood that you shall not be under any obligation to mark any particular Information
“Public”).


 






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4. Information.


 


You
hereby represent that, to your knowledge with respect to the Target and its subsidiaries, (a) all written information concerning
Holdings, the Borrower and their respective subsidiaries and the Target and its subsidiaries (other than the Projections, other
forward-looking and/or projected information and information of a general economic or industry-specific nature) that has been
or will be made available to any of us by Holdings, the Borrower or any of their respective representatives on your behalf in
connection with the transactions contemplated hereby (the “Information”), when taken as a whole, does not or
will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order
to make the statements contained therein not materially misleading in light of the circumstances under which such statements are
made (after giving effect to all supplements and updates thereto from time to time) and (b) the Projections have been or
will be prepared in good faith based upon assumptions believed by you to be reasonable at the time furnished (it being recognized
by the Commitment Parties that such Projections are not to be viewed as facts and are subject to significant uncertainties and
contingencies many of which are beyond your control, that no assurance can be given that any particular financial projections
will be realized, that actual results may differ from projected results and that such differences may be material). You agree
that if, at any time prior to the later of the expiration of the Syndication Period and the Closing Date, you become aware that
any of the representations in the preceding sentence would be incorrect if the Information or the Projections were being furnished
and such representations were being made at such time, you will (or prior to the Closing Date with respect to Information and
Projections concerning the Target and its subsidiaries, you will, use commercially reasonable efforts to) promptly supplement
the Information and the Projections so that (to your knowledge with respect to the Target and its subsidiaries) the representations
in the preceding sentence remain true in all material respects under those circumstances; provided, that any such supplementation
shall cure any breach of such representations. You understand that in arranging and syndicating the Term Facility, we may use
and rely on the Information and Projections without independent verification thereof and we do not assume responsibility for the
accuracy and completeness of the Information or the Projections. Notwithstanding anything to the contrary contained in this Commitment
Letter or the Fee Letter, none of the making of the representation in this Section 4, the provision of any supplement thereto,
nor the accuracy of any such representation or supplement shall constitute a condition precedent to the availability and/or initial
funding of the Term Facility on the Closing Date.


 






    	 	5	 



     


    

 


5. Fee
Letter.


 


As
consideration for the commitments and agreements of the Commitment Parties hereunder, you agree to pay or cause to be paid the
fees described in the Fee Letter on the terms and subject to the conditions (including as to timing and amount) set forth therein.


 


6. Limited
Conditionality Provision.


 


Notwithstanding
anything in this Commitment Letter, the Fee Letter, the Credit Documentation or any other letter agreement or other undertaking
concerning the financing of the transactions contemplated hereby to the contrary, (a) the only representations relating to
Holdings, the Borrower, the Target and their respective subsidiaries and their respective businesses, the accuracy of which shall
be a condition to the availability and initial funding of the Term Facility on the Closing Date, shall be (i) such of the
representations made by or on behalf of the Target, their subsidiaries or their respective businesses in the Acquisition Agreement
as are material to the interests of the Lenders, but only to the extent that you or your applicable affiliate have the right to
terminate your (or its) obligations under the Acquisition Agreement or to decline to consummate the Acquisition as a result of
a breach of such representations in the Acquisition Agreement (to such extent, the “Specified Acquisition Agreement Representations”)
and (ii) the Specified Representations (as defined below), (b) the terms of the Credit Documentation shall be in a form
such that they do not impair the availability of the Term Facility on the Closing Date if the conditions set forth on Exhibit C
hereto are satisfied (it being understood and agreed that to the extent any Collateral (including the creation or perfection
of any security interest) is not or cannot be provided on the Closing Date (other than, to the extent required under the Term
Sheets, (i) the perfection of a lien on Collateral that is of the type where a lien on such Collateral may be perfected solely
by the filing of a financing statement under the Uniform Commercial Code (“UCC”) and (ii) a pledge of
the equity interests of the Borrower and the Subsidiary Guarantors with respect to which a lien may be perfected on the Closing
Date by the delivery of a stock or equivalent certificate (together with a stock power or similar instrument of transfer endorsed
in blank for the relevant certificate, it being understood that if you have used your commercially reasonable efforts to deliver
the same, stock or equivalent certificates of the Target’s subsidiaries shall only be required to be delivered on the Closing
Date if you have actually received such certificates from the seller or its designee)) after your use of commercially reasonable
efforts to do so without undue burden or expense, then the provision and/or perfection of such Collateral shall not constitute
a condition precedent to the availability or initial funding of the Term Facility on the Closing Date but may instead be delivered
and/or perfected within 90 days (or such longer period as the Agent may reasonably agree) after the Closing Date pursuant to arrangements
to be mutually agreed by the parties hereto acting reasonably and (c) the only conditions (express or implied) to the availability
of the Term Facility on the Closing Date are those expressly set forth on Exhibit C hereto, and such conditions shall
be subject in all respects to the provisions of this paragraph.


 


For
the avoidance of doubt, your compliance with your obligations under this Commitment Letter and/or the Fee Letter, other than your
satisfaction (or procurement of a waiver of) the conditions described on Exhibit C hereto, is not a condition to the availability
of the Term Facility on the Closing Date.


 


For
purposes hereof, “Specified Representations” means the representations and warranties set forth in the applicable
Credit Documentation relating to: organizational existence of the Loan Parties; organizational power and authority (as they relate
to due authorization, execution, delivery and performance of the applicable Credit Documentation) of the Loan Parties; due authorization,
execution and delivery of the relevant Credit Documentation by the Loan Parties, and enforceability of the relevant Credit Documentation
(as it relates to the entering into and performance thereof) against the Loan Parties; solvency as of the Closing Date (after
giving effect to the Transactions) of the Borrower and its subsidiaries on a consolidated basis (in form and scope consistent
with the solvency certificate to be delivered pursuant to paragraph 1(b) of Exhibit C hereto); no conflicts
of the Credit Documentation with the organizational documents of the Loan Parties; Federal Reserve margin regulations; the Investment
Company Act; the PATRIOT Act; the use of proceeds of the Term Facility on the Closing Date not violating OFAC or FCPA and the
creation, validity and perfection of security interests (subject in all respects to security interests and liens permitted under
the Credit Documentation and to the foregoing provisions of this paragraph and the provisions of the immediately preceding paragraph).
This Section 6 and the provisions contained herein shall be referred to as the “Limited Conditionality Provision”.


 






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7. Indemnification;
Expenses.


 


You
agree (a) to indemnify and hold harmless each of the Commitment Parties, their respective affiliates and controlling persons
and their respective directors, officers, employees, partners, agents, advisors and other representatives (each, together with
their successors and assigns, an “indemnified person”) from and against any and all losses, claims, damages
and liabilities to which any such indemnified person may become subject arising out of or in connection with this Commitment Letter,
the Fee Letter, the Term Facility, the use of the proceeds thereof and the Acquisition and the Transactions or any claim, litigation,
investigation or proceeding relating to any of the foregoing (a “Proceeding”), regardless of whether any indemnified
person is a party thereto or whether such Proceeding is brought by you, any of your affiliates or any third party, and to reimburse
each indemnified person within 30 days following written demand (together with customary backup documentation in reasonable detail
supporting such reimbursement request) therefor for any reasonable and documented legal or other out-of-pocket expenses incurred
in connection with investigating or defending any Proceeding (but limited, in the case of legal fees and expenses, to one counsel
to such indemnified persons taken as a whole and, solely in the case of an actual or perceived conflict of interest where an indemnified
person informs you of such conflict, one additional counsel to all affected indemnified persons, taken as a whole (and, if reasonably
necessary, of one local counsel in any relevant jurisdiction to all such persons, taken as a whole and, solely in the case of
any such conflict of interest, one additional local counsel to all affected indemnified persons taken as a whole, in each such
relevant jurisdiction)); provided, that the foregoing indemnity will not, as to any indemnified person, apply to losses,
claims, damages, liabilities or related expenses to the extent they are determined by a final non appealable judgment of a court
of competent jurisdiction to have arisen from (i) the willful misconduct, bad faith or gross negligence of, or material breach
of this Commitment Letter, the Fee Letter or the Credit Documentation by, such indemnified person (or any of its Related Parties
(as defined below)), or (ii) any dispute solely among indemnified persons which does not arise out of any act or omission
of Holdings or the Borrower or any of their respective subsidiaries (other than any Proceeding against any Commitment Party solely
in its capacity or in fulfilling its role as an Agent or Lead Arranger or similar role under the Term Facility), and (b) if
the Closing Date occurs, to reimburse each Commitment Party on the Closing Date (to the extent an invoice therefor is received
by the Invoice Date) or, if invoiced after the Invoice Date, within 30 days following receipt of the relevant invoice, for all
reasonable and documented out-of-pocket expenses (including due diligence expenses, collateral appraisal expenses, applicable
syndication expenses and travel expenses, but limited, in the case of legal fees and expenses, to the reasonable fees, charges
and disbursements of one legal counsel to the Commitment Parties, taken as a whole (which fees, charges and disbursements, for
the avoidance of doubt, shall be limited to those of the legal counsel identified in the Term Sheets that have been acting for
the Lead Arrangers prior to the date hereof, and, if reasonably necessary, of one local counsel in any relevant local jurisdiction
to all such persons, taken as a whole), incurred in connection with the Term Facility and any related documentation (including
this Commitment Letter, the Fee Letter and the Credit Documentation).


 






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No
indemnified person or any other party hereto shall be liable for any damages arising from the use by any person (other than such
indemnified person (or its Related Parties) or any other party hereto) of Information or other materials obtained through electronic,
telecommunications or other information transmission systems, except to the extent of direct, as opposed to indirect, consequential
or punitive, damages arising from the gross negligence, bad faith or willful misconduct of, or material breach of this Commitment
Letter, the Fee Letter or the Credit Documentation by, such indemnified person (or any of its Related Parties), or such other
party hereto, as applicable, in each case as determined by a final non-appealable judgment of a court of competent jurisdiction.
None of the indemnified persons, Holdings, the Borrower, the Investors, the Target or any of their respective affiliates or the
respective directors, officers, employees, agents, advisors or other representatives of any of the foregoing shall be liable for
any special, indirect, consequential or punitive damages in connection with this Commitment Letter, the Fee Letter or the Term
Facility (including the use or intended use of the proceeds of the Term Facility) or the transactions contemplated hereby; provided,
that nothing contained in this sentence shall limit your indemnification obligations hereinabove to the extent such special, indirect,
consequential or punitive damages are included in any third party claim in connection with which such indemnified person is otherwise
entitled to indemnification hereunder. You shall not be liable for any settlement of any Proceeding effected by any indemnified
person without your consent (which consent shall not be unreasonably withheld or delayed), but if any such Proceeding is settled
with your written consent, or if there is a judgment of a court of competent jurisdiction in any such Proceeding, you agree to
indemnify and hold harmless such indemnified person in the manner set forth above. You shall not, without the prior written consent
of the affected indemnified person (which consent shall not be unreasonably withheld or delayed), effect any settlement of any
pending or threatened Proceeding against any indemnified person in respect of which indemnity could have been sought hereunder
by such indemnified person unless such settlement (a) includes an unconditional release of such indemnified person from all
liability or claims that are the subject matter of such Proceeding and (b) does not include any statement as to any admission
of fault or culpability. Notwithstanding the foregoing, each indemnified person shall be obligated to refund or return any and
all amounts paid by you under this Section 7 to such indemnified person for any losses, claims, damages, liabilities and expenses
to the extent such indemnified person is not entitled to payment of such amounts in accordance with the terms hereof as determined
in a final non-appealable judgment a court of competent jurisdiction. For purposes hereof, “Related Party”
means, with respect to any indemnified person, any (or all, as the context may require) of such indemnified person’s affiliates
and controlling persons and its or their respective directors, officers, employees, partners, agents, advisors and other representatives.


 


8. Sharing
of Information, Absence of Fiduciary Relationship.


 


You
acknowledge that the Initial Commitment Parties may be providing debt financing, equity capital or other services (including financial
advisory services) to other companies in respect of which you may have conflicting interests regarding the transactions described
herein or otherwise. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated
by this Commitment Letter, or to furnish to you, confidential information obtained by us from other companies.


 


You
further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and each of the Initial Commitment
Parties is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective
of whether the Initial Commitment Parties have advised or are advising you on other matters, (b) each of the Initial Commitment
Parties, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly
or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of any Initial Commitment Party, (c) you are capable
of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated
by this Commitment Letter, (d) you have been advised that the Initial Commitment Parties are engaged in a broad range of transactions
that may involve interests that differ from your interests and that the Initial Commitment Parties have no obligation to disclose
such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship and (e) you waive, to the fullest
extent permitted by law, any claims you may have against the Initial Commitment Parties for breach of fiduciary duty or alleged
breach of fiduciary duty and agree that the Initial Commitment Parties shall have no liability (whether direct or indirect) to
you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you,
including your equity holders, employees or creditors. Additionally, you acknowledge and agree that the Initial Commitment Parties
are not advising you as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction (including, without
limitation, with respect to any consents needed in connection with the transactions contemplated hereby). You shall consult with
your own advisors concerning such matters and shall be responsible for making your own independent investigation and appraisal
of the transactions contemplated hereby (including, without limitation, with respect to any consents needed in connection therewith),
and the Initial Commitment Parties shall have no responsibility or liability to you with respect thereto. Any review by the Initial
Commitment Parties of the Borrower, the Company, the Transactions, the other transactions contemplated hereby or other matters
relating to such transactions will be performed solely for the benefit of the Initial Commitment Parties and shall not be on behalf
of you or any of your affiliates.


 






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You
further acknowledge that each Initial Commitment Party may be a full-service securities firm engaged in securities trading and
brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business,
each Initial Commitment Party may provide investment banking and other financial services to, and/or acquire, hold or sell, for
its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans
and other obligations) of you, Holdings, the Borrower, the Company and other companies with which you, Holdings, the Borrower
or the Company may have commercial or other relationships. With respect to any securities and/or financial instruments so held
by any Initial Commitment Party or any of its respective customers, all rights in respect of such securities and financial instruments,
including any voting rights, will be exercised by the holder of the rights, in its sole discretion.


 


9. Confidentiality.


 


This
Commitment Letter is entered into on the understanding that neither this Commitment Letter nor the Fee Letter nor any of their
terms or substance shall be disclosed by you, directly or indirectly, to any other person except (a) you and your subsidiaries,
the Target and its Subsidiaries, arrangers of the New ABL Facility, and to your and their respective directors, officers, employees,
affiliates, members, partners, stockholders, attorneys, accountants, independent auditors, agents and other advisors, in each
case, on a confidential basis (provided, that until after the Closing Date, any disclosure of the Fee Letter or its contents to
any arranger of the New ABL Facility that is not a Lead Arranger or its directors, officers, employees, affiliates, members, partners,
stockholders, attorneys, accountants, independent auditors, agents or other advisors shall be redacted in a manner to be mutually
agreed), (b) in any legal, judicial or administrative proceeding or as otherwise required by applicable law, rule or regulation
or as requested by a governmental authority (in which case you agree, (i) to the extent permitted by law, to inform us promptly
in advance thereof and (ii) to use commercially reasonable efforts to ensure that any such information so disclosed is accorded
confidential treatment), (c) to the extent reasonably necessary or advisable in connection with the exercise of any remedy
or enforcement of any right under this Commitment Letter and/or the Fee Letter, (d)  this Commitment Letter and the existence
and contents of this Commitment Letter (but not the Fee Letter or the contents thereof, other than the existence thereof and the
aggregate amount of the fees payable thereunder and the results of the exercise of any Flex Provision therein as part of projections,
pro forma information and a generic disclosure of aggregate sources and uses in marketing materials and other disclosures)
may be disclosed (i) in any syndication or other marketing materials in connection with the Term Facility or the New ABL
Facility, (ii) in any proxy statement or similar public filing related to the Acquisition, and (iii) in connection with any
public filing requirement, (e) the Term Sheets, including the existence and contents thereof, may be disclosed to any rating
agency in connection with the Transactions (together with the results of the exercise of any Flex Provision in the Fee Letter
and the aggregate amount of fees payable under the Fee Letter as part of projections, pro forma information and a generic disclosure
of aggregate sources and uses) and (f) after your acceptance hereof, (i) this Commitment Letter and the Fee Letter, including
the existence and contents hereof and thereof, may be shared in consultation with the Lead Arrangers with potential Additional
Agents on a confidential basis and (ii) the Term Sheets, including the existence and contents thereof (but not the Fee Letter),
may be disclosed in consultation with the Lead Arrangers to any Lender or participant or prospective Lender or prospective participant
and, in each case, their respective directors (or equivalent managers), officers, employees, affiliates, independent auditors,
or other experts and advisors on a confidential basis. The foregoing restrictions shall cease to apply in respect of the existence
and contents of this Commitment Letter (but not in respect of the Fee Letter and its contents) on the earlier of the Closing Date
and one year following the date on which this Commitment Letter has been accepted by you.


 






    	 	9	 



     


    

 


The
Commitment Parties shall use all information received by them in connection with the Transaction and the related transactions
(including any information obtained by them based on a review of any books and records relating to Holdings, the Borrower or the
Target or any of their respective subsidiaries or affiliates) solely for the purposes of providing the services that are the subject
of this Commitment Letter and shall treat confidentially all such information and the terms and contents of this Commitment Letter,
the Fee Letter and the Credit Documentation and shall not publish, disclose or otherwise divulge such information; provided,
however, that nothing herein shall prevent any Commitment Party from disclosing any such information (a) subject to
the final proviso of this sentence, to any Lender or participant or prospective Lender or participant (in each case, other than
any Disqualified Institution), (b) to the extent compelled by legal process in, or reasonably necessary to, the defense of
such legal, judicial or administrative proceeding, in any legal, judicial or administrative proceeding or otherwise as required
by applicable law, rule or regulation (in which case such Commitment Party shall (i) to the extent permitted by law, inform you
promptly in advance thereof and (ii) use commercially reasonable efforts to ensure that any such information so disclosed is accorded
confidential treatment), (c) upon the request or demand of any governmental, regulatory or self-regulatory authority having
jurisdiction over such Commitment Party or its affiliates (in which case such Commitment Party shall except with respect to any
audit or examination conducted by bank accountants or any governmental, regulatory or self-regulatory authority exercising examination
or regulatory authority, (i) to the extent permitted by law, notify you promptly in advance thereof and (ii) use commercially
reasonable efforts to ensure that any such information so disclosed is accorded confidential treatment), (d) to the directors
(or equivalent managers), officers, employees, independent auditors or other experts and advisors of such Commitment Party (collectively,
the “Representatives”) on a “need to know” basis solely in connection with the transactions contemplated
hereby and who are informed of the confidential nature of such information and are or have been advised of their obligation to
keep information of this type confidential, (e) to any Commitment Party and to any Commitment Party’s affiliates and
any of their respective Representatives on a “need to know” basis solely in connection with the transactions contemplated
hereby and who are informed of the confidential nature of such information and are or have been advised of their obligation to
keep such information confidential; provided that such Commitment Party shall be responsible for its affiliates’
and their Representatives’ compliance with this paragraph; and/or (f) to the extent any such information becomes publicly
available other than by reason of disclosure by such Commitment Party, its affiliates or its or their respective Representatives
in breach of this Commitment Letter or to the extent that such information (I) is received by a Commitment Party from a third
party that is not to such Commitment Party’s knowledge subject to confidentiality obligations owing to you, the Target or
any of your or their respective subsidiaries, or any of your or their respective affiliates or (II) was already in such Commitment
Party’s possession (except to the extent received in a manner that would be restricted by the immediately preceding clause
(I)) or is independently developed by such Commitment Party based exclusively on information that disclosure of which would not
otherwise be restricted by this paragraph and (g) subject to the final proviso of this sentence, to any direct or indirect
contractual counterparty to any credit default swap, total return swap, total rate of return swap or similar derivative instrument
and (h) subject to your prior approval of the information to be disclosed, to Moody’s or S&P in connection with
obtaining a rating contemplated pursuant to this Commitment Letter and/or the Credit Documentation, as applicable, on a confidential
basis; provided, further, that the disclosure of any such information pursuant to clauses (a) or (g)
above shall be made subject to the acknowledgment and acceptance by the relevant recipient that such information is being disseminated
on a confidential basis (on substantially the terms set forth in this paragraph or as is otherwise reasonably acceptable to you
and each Lead Arranger, including, without limitation, as set forth in the CIM or other marketing materials) in accordance with
the standard syndication processes of the Lead Arrangers or market standards for dissemination of such type of information, which
shall in any event require “click through” or other affirmative action on the part of the recipient to access such
confidential information and acknowledge its confidentiality obligations in respect thereof. The provisions of this paragraph
(other than with respect to the confidentiality of the Fee Letter) shall automatically terminate on the date that is two years
following the date of this Commitment Letter unless earlier superseded by the relevant Credit Documentation. Notwithstanding anything
in Section 9 to the contrary, each Initial Commitment Party may place advertisements in financial and other newspapers
and periodicals or on a home page or similar place for dissemination of information on the Internet or World Wide Web as it may
choose, and circulate similar promotional materials, after the closing of the Transactions in the form of a “tombstone”
or otherwise describing the names of you, the Borrower and your and its affiliates (or any of them), and the amount, type and
closing date of such Transactions, all at the applicable Initial Commitment Party’s expense. This Commitment Letter and
the Fee Letters supersede all prior understandings, whether written or oral, between us with respect to the Term Facility.


 






    	 	10	 



     


    

 


10. Miscellaneous.


 


This
Commitment Letter shall not be assignable by any party hereto (except (x) by you to one or more of your affiliates that is
a “shell” company organized under the laws of the United States controlled, directly or indirectly, by you to effect
the consummation of the Acquisition prior to or substantially concurrently with (and to the Target substantially concurrently
with) the consummation of the closing of the Acquisition and (y) by us as expressly contemplated under Sections 2 and 3
above), without the prior written consent of each other party hereto (and any purported assignment without such consent shall
be null and void), is intended to be solely for the benefit of the parties hereto and, to the extent expressly provided in Section 7
above, the indemnified persons, and is not intended to and does not confer any benefits upon, or create any rights in favor
of, any person other than the parties hereto and, to the extent expressly provided in Section 7 above, the indemnified
persons. Subject to Section 3 above, each Commitment Party reserves the right to assign its obligations to any affiliate
thereof (other than Disqualified Institutions) or to employ the services of its affiliates in fulfilling its obligations contemplated
hereby; it being understood that any such affiliate shall be entitled to the benefits afforded to, and subject to the obligations
of, such Commitment Party hereunder; provided that (a) no Commitment Party shall be relieved of any obligation hereunder
in the event that any affiliate to which it has assigned its obligations or through which it performs its obligations hereunder
fails to perform the same in accordance with the terms hereof and (b) the assigning Commitment Party shall be responsible for
any breach by any such affiliate of the obligations hereunder that are applicable to it. This Commitment Letter may not be amended
or waived except by an instrument in writing signed by you and each Commitment Party. Any provision of this Commitment Letter
that provides for, requires or otherwise contemplates any consent, approval, agreement or determination by the Borrower on or
prior to the Closing Date shall be construed as providing for, requiring or otherwise contemplating your consent, approval, agreement
or determination (unless you otherwise notify the other parties hereto). This Commitment Letter may be executed in any number
of counterparts, each of which shall be deemed to be an original, and all of which, when taken together, shall constitute one
agreement. Delivery of an executed signature page of this Commitment Letter by facsimile or other electronic transmission (including
“.pdf”, “.tif” or similar format) shall be effective as delivery of a manually executed counterpart hereof.
This Commitment Letter and the Fee Letter are the only agreements that have been entered into among us and you with respect to
the Term Facility and set forth the entire understanding of the parties with respect hereto and thereto, and supersede all prior
agreements and understandings related to the subject matter hereof.


 






    	 	11	 



     


    

 


This
Commitment Letter, and any claim, controversy or dispute arising under or related to this Commitment Letter, (whether in tort,
contract (at law or in equity) or otherwise), shall be governed by, and construed and interpreted in accordance with, the laws
of the State of New York; provided, that, notwithstanding the preceding sentence and the governing law provisions of this
Commitment Letter and the Fee Letter, it is understood and agreed that (a) the interpretation of the definition of “Material
Adverse Effect” (and whether or not a Material Adverse Effect has occurred), (b) the determination of the accuracy of any
Specified Acquisition Agreement Representation and whether as a result of any inaccuracy thereof you or your applicable affiliate
has the right to terminate your or its obligations under the Acquisition Agreement or to decline to consummate the Acquisition
and (c) the determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement
and, in any case, claims or disputes arising out of any such interpretation or determination or any aspect thereof, in each case,
shall be governed by, and construed and interpreted in accordance with, the laws of the state of Delaware regardless of the laws
that might otherwise govern under applicable principles of conflicts of laws thereof. Each of the parties hereto irrevocably agrees
to waive, to the fullest extent permitted by applicable law, all right to trial by jury in any suit, action, proceeding or counterclaim
(whether based upon contract, tort or otherwise) related to or arising out of the Acquisition, this Commitment Letter, the Fee
Letter or the performance by us or any of our affiliates of the services contemplated hereby.


 


Each
of the parties hereto agrees that each of this Commitment Letter and the Fee Letter is a binding and enforceable agreement with
respect to the subject matter contained herein or therein (including an obligation to negotiate in good faith); it being acknowledged
and agreed that, notwithstanding anything to the contrary contained in this Commitment Letter or the Fee Letter, the commitments
to fund the Term Facility are subject only to the applicable conditions set forth on Exhibit C hereto; provided
that nothing contained in this Commitment Letter obligates you or any of your affiliates to consummate the Acquisition or
to draw down any portion of any of the Term Facility.


 


Each
of the parties hereto irrevocably and unconditionally (a) submits to the exclusive jurisdiction of any state or federal court
sitting in the Borough of Manhattan in the City of New York (or any appellate court therefrom) over any suit, action or proceeding
arising out of or relating to this Commitment Letter or the Fee Letter, (b) agrees that all claims in respect of any such
action or proceeding shall be heard and determined in such New York state or, to the extent permitted by law, federal court and
(c) agrees that a final, non-appealable judgment in any such action may be enforced in other jurisdictions in any manner
provided by law; provided, that with respect to any suit, action or proceeding arising out of or relating to the Acquisition
Agreement or the transactions contemplated thereby and which does not involve claims against us or the Lenders or any indemnified
person, this sentence shall not override any jurisdiction provision set forth in the Acquisition Agreement. You and we agree that
service of any process, summons, notice or document by registered mail addressed to such person shall be effective service of
process against such person for any suit, action or proceeding brought in any such court. Each of the parties hereto hereby irrevocably
and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court
and any claim that any such suit, action or proceeding has been brought in an inconvenient forum.


 


Each
of the Commitment Parties hereby notifies you that, pursuant to the requirements of the USA PATRIOT Act, Title III of Pub. L.
107-56 (signed into law on October 26, 2001) (the “PATRIOT Act”), it is required to obtain, verify
and record information that identifies each Loan Party, which information includes names, addresses, tax identification numbers
and other information that will allow each Lender to identify each Loan Party in accordance with the PATRIOT Act. This notice
is given in accordance with the requirements of the PATRIOT Act and is effective for the Commitment Parties and each Lender.


 






    	 	12	 



     


    

 


The
Fee Letter and the compensation, indemnification, confidentiality, jurisdiction, governing law, sharing of information, no agency
or fiduciary duty, waiver of jury trial, service of process, venue and syndication provisions (including the Flex Provisions)
contained herein and in the Fee Letter shall remain in full force and effect regardless of whether the Credit Documentation is
executed and delivered and notwithstanding the termination or expiration of this Commitment Letter or the commitments hereunder;
provided, that your obligations under this Commitment Letter (other than your obligations with respect to (a) information
and the syndication of the Term Facility, which shall survive only until the later of the expiration of the Syndication Period
and the Closing Date, at which time such obligations shall terminate and be of no further force and effect, and (b) confidentiality
of the Fee Letter and the contents thereof) shall automatically terminate and be of no further force and effect (and be superseded
by the applicable Credit Documentation to the extent covered therein) on the Closing Date and you shall automatically be released
from all liability hereunder in connection therewith at such time. Subject to the preceding sentence, you may terminate this Commitment
Letter (in whole but not in part as to the Term Facility) upon written notice to the Initial Lenders at any time.


 


If
the foregoing correctly sets forth our agreement, please indicate your acceptance of our offer (such date of acceptance, the “Acceptance
Date”) as set forth in this Commitment Letter and the Fee Letter by returning to us executed counterparts of this Commitment
Letter and of the Fee Letter not later than 11:59 p.m., New York City time, on December 23, 2016. Such offer will remain available
for acceptance until such time, but will automatically expire at such time if we have not received such executed counterparts
in accordance with the preceding sentence. In the event that the Closing Date does not occur on or before 11:59 p.m., New York
City time, on the earliest of (a) the date of the termination of the Acquisition Agreement by you or with your written consent
in each case prior to the closing of the Acquisition, (b) the date of the closing of the Acquisition without the use of the applicable
Term Facility and (c) May 31, 2017, then this Commitment Letter and the commitments hereunder shall automatically terminate unless
we shall, in our sole discretion, agree to an extension.


 


[Remainder
of page intentionally left blank]


 




    	 	13	 



     


    


 


We
are pleased to have been given the opportunity to assist you in connection with this important financing.


 


	 	Very
    truly yours,
	 	 
	 	CREDIT
    SUISSE SECURITIES (USA) LLC
	 	 	 
	 	By:
    	/s/
    Joseph Kieffer
	 	Name:
    	Joseph
    Kieffer 
	 	Title:
    	Authorized
    Signatory 
	 	 	 
	 	CREDIT
    SUISSE AG, CAYMAN ISLANDS BRANCH
	 	 	 
	 	By:
    	/s/
    Vipul Dhadda
	 	Name:
    	Vipul
    Dhadda 
	 	Title:
    	Authorized
    Signatory 
	 	 	 
	 	By:
    	/s/
    Kelly Heimrich
	 	Name:
    	Kelly
    Heimrich 
	 	Title:
    	Authorized
    Signatory 
	 	 	 
	 	UBS
    AG, STAMFORD BRANCH
	 	 	 
	 	By:
    	/s/
Luke Bartolone
	 	Name:
    	Luke
    Bartolone 
	 	Title:
    	Director
    
	 	 	 
	 	By:  	/s/
    John Stroll
	 	Name:
    	John
    Stroll 
	 	Title:
    	Executive
    Director 
	 	 	 
	 	UBS
    SECURITIES LLC
	 	 	 
	 	By:
    	/s/
    Luke Bartolone 
	 	Name:
    	Luke
    Bartolone 
	 	Title:
    	Director
    
	 	 	 
	 	By:  	/s/
    John Stroll
	 	Name:
    	John
    Stroll 
	 	Title:
    	Executive
    Director 


 





[Signature
Page to Commitment Letter (Project Cognac)]




 




     


     


    


 


Accepted
and agreed to as of


the
date first above written:


 


	HCAC
    MERGER SUB, INC.	 
	 	 
	By:	/s/
    Daniel J. Hennessy 	 
	Name:
    	Daniel
    J. Hennessy 	 
	Title:
    	President
    	 


 





[Signature
Page to Commitment Letter (Project Cognac)]




 




     


     


    


 


SCHEDULE
1


 


TERM
FacilitY Commitments


 


 


	Lender	 	Term Facility	 
	CS AG	 	 	50	%
	UBS	 	 	50	%
	Total:	 	 	100	%




 



     


     


    


 


EXHIBIT
A


 


PROJECT
COGNAC


Transaction
Summary


 





 



 


Hennessey
Capital Acquisition Corp. II (“Holdings”) intends directly or indirectly, to acquire (the “Acquisition”)
Daseke, Inc. (the “Target”), all as set forth in the Acquisition Agreement (as defined on Exhibit C
hereto).


 


(a) Holdings
and HCAC Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdings (“Merger Sub”),
will enter into the Acquisition Agreement with the Target, pursuant to which Merger Sub will merge with and into the Target in
a manner set forth therein;


 


(b) new
equity holders of Holdings will make cash contributions to Holdings (collectively, the “Equity Contribution”)
in exchange for common equity, qualified preferred equity or other equity of Holdings (such qualified preferred equity and other
equity, in each case, to be on terms reasonably satisfactory to the Lead Arrangers, it being understood that terms set forth in
the draft certificate of designation dated as of December 19, 2016, together with any modifications or amendments thereof that
are not materially adverse to the Lenders (it being understood that the addition of Annex A thereto, which relates to the “Fundamental
Change Additional Shares” as defined therein, on the Closing Date shall not be considered materially adverse to the Lenders),
shall be deemed to be reasonably satisfactory) (collectively, the “Permitted Equity”), which Equity Contribution,
(i) when combined with cash proceeds of the initial public offering of Holdings that are released to Holdings from its trust account
(the “Holdings Trust Proceeds”) on or about the Closing Date (excluding, for the avoidance of doubt, any such
proceeds of the Equity Contribution or Holdings Trust Proceeds that are applied to redeem or repurchase equity interests as described
in clause (g) below), will be at least $85 million in the aggregate (determined on a gross basis) and (ii) when combined with
equity of the Target’s and Holdings’ existing equity holders and/or members of management that will be retained, rolled
over or converted, if any, will constitute an aggregate amount not less than 50% (the “Minimum Equity Contribution Percentage”),
of the sum of the total consolidated pro forma debt and equity of Holdings on the Closing Date (excluding the proceeds of any
loans incurred thereunder to fund original issue discount (“OID”) or upfront fees as a result of the application
of the Flex Provisions (as defined in the Fee Letter));


 


(c) the
Borrower will obtain (i) a $350.0 million term loan B facility on the terms set forth in Exhibit B and (ii) amend, amend
and restate or replace its existing asset-based revolving credit facility (the “Existing ABL Facility”) on
the terms set forth in the commitment letter between Daseke, Inc. and PNC Bank, National Association dated as of the date hereof
or otherwise reasonably satisfactory to the Lead Arrangers (the “New ABL Facility”);


 






    	 	Transaction Summary
Exhibit A - Page 1
	 



     


    

 


(d) all
existing third party debt for borrowed money, if any, of the Target and its subsidiaries will be repaid, redeemed, defeased, discharged,
refinanced, replaced or terminated (or irrevocable notice for the repayment or redemption thereof will be given to the extent
accompanied by any prepayments or deposits required to defease, terminate and satisfy in full any related indentures or notes)
and all commitments thereunder shall have been terminated (the “Refinancing”) other than (i) indebtedness
outstanding under the New ABL Facility, (ii) capital leases, purchase money indebtedness, equipment financings, real estate
financings, letters of credit and surety bonds; provided, that, the amounts permitted to survive under this clause (ii) shall
not exceed in an aggregate amount of up to $45.0 million and (iii) certain other indebtedness that the Borrower and the Lead Arrangers
reasonably agree may remain outstanding after the Closing Date (the foregoing indebtedness, together with any replacement, extension
and renewal of any such indebtedness that matures or will be terminated on or prior to the Closing Date, collectively, the “Permitted
Surviving Debt”);


 


(e) the
fees, premiums, expenses and other transaction costs incurred in connection with the Transactions, including to fund any OID and/or
upfront fees (the “Transaction Costs”) will be paid;


 


(f) the
proceeds of the Equity Contribution and the Term Facility funded on the Closing Date will be used to pay the consideration for,
and other amounts owing in connection with, the Acquisition under the Acquisition Agreement, to effect the Refinancing and to
pay all or a portion of Transaction Costs; and


 


(g) (i)
$25,000,000 in cash proceeds of the Equity Contribution, and (i) up to $10,000,000 in Holdings Trust Proceeds, in each case will
be applied to redeem or repurchase equity interests in the Target held by the Target’s existing subordinated lenders as
of the Closing Date.


 


The
transactions described above are collectively referred to as the “Transactions”. For purposes of the Commitment
Letter and the Fee Letter, “Closing Date” shall mean the date of the consummation of the Acquisition and the
satisfaction or waiver by the Lead Arrangers of the conditions set forth on Exhibit C.


 




    	 	Transaction Summary
Exhibit A - Page 2
	 



     


    


 


EXHIBIT
B


 


PROJECT
COGNAC


TERM
FACILITY


SUMMARY
OF TERMS


 


Set
forth below is a summary of the principal terms for the Term Facility. Capitalized terms used but not otherwise defined herein
shall have the meanings assigned to such terms in the Commitment Letter to which this Exhibit B is attached or on
Exhibits A or C (including the Annexes hereto and thereto) attached thereto.


 


	PARTIES	 
	 	 
	Borrower:	Initially,
    Merger Sub, and  following consummation of the Transactions, the Target
	 	 
	Guarantors:	All
    obligations of the Borrower under the Term Facility and, at the Borrower’s option, under any currency, interest rate
    protection or other hedging agreement  and any cash management arrangement, in each case entered into with a Term
    Lender (as defined below), the Agent (as defined below) or a Lead Arranger or any person that is an affiliate of a Term Lender,
    Agent or a Lead Arranger at the time such transaction is entered into, (collectively, the “Borrower Obligations”)
    will be unconditionally guaranteed on a senior basis (the “Term Guaranty”) by (x) Holdings and (y) each
    of the Borrower’s wholly-owned domestic Restricted Subsidiaries (the entities described in this clause (y), the
    “Subsidiary Guarantors”; and the Subsidiary Guarantors, together with Holdings, collectively, the “Guarantors”;
    and the Guarantors, together with the Borrower, collectively, the “Loan Parties”), other than (collectively,
    the “Excluded Subsidiaries”):



 


	 	(a)	immaterial subsidiaries subject to thresholds to be
agreed (“Immaterial Subsidiaries”),




 


	 	(b)	any subsidiary (i) that is prohibited from providing
a Guaranty by (A) any law or regulation or (B) any contractual obligation that, in the case of this clause (B), exists
on the Closing Date or at the time such subsidiary becomes a subsidiary (and was not entered into in contemplation thereof), (ii)
that would require a governmental (including regulatory) consent, approval, license or authorization in order to provide a Guaranty
(unless such consent, approval, license or authorization has been obtained) or (iii) where the provision of a Guaranty would result
in material adverse tax consequences as reasonably determined by the Borrower,




 


	 	(c)	any direct or indirect domestic subsidiary that has
no material assets other than the capital stock and, if applicable, indebtedness of one or more CFCs (as defined below) (a “CFC
Holdco”),






 






    	 	Term Sheet – Term Facility
Exhibit B - Page 1
	 



     


    

 


	 	(d)	any domestic subsidiary that is a direct or indirect
subsidiary of (i) a Foreign Subsidiary that is a CFC or (ii) a CFC Holdco,




 


	 	(e)	not-for-profit subsidiaries, captive insurance subsidiaries
and special purpose entities used for permitted securitization facilities, if any,




 


	 	(f)	solely in the case of any obligation under any Secured
Hedging Agreement that constitutes a “swap” within the meaning of section 1(a)(47) of the Commodity Exchange
Act (after giving effect to a customary “keepwell” provision applicable under the Guaranty), any subsidiary of the
Borrower that is not an “Eligible Contract Participant” as defined under the Commodity Exchange Act,




 


	 	(g)	any Restricted Subsidiary acquired by the Borrower or
any of its Restricted Subsidiaries that, at the time of the relevant acquisition, is an obligor in respect of assumed indebtedness
that is permitted by the Credit Documentation (as defined below) and was not incurred or modified in contemplation of such acquisition
to the extent (and for so long as) the documentation governing the applicable assumed Indebtedness prohibits such Restricted Subsidiary
from providing a Guaranty, and 




 


	 	(h)	any subsidiary to the extent that the burden or cost
of providing a Guaranty outweighs the benefit afforded thereby as reasonably agreed by the Borrower and the Agent.






 


	 	Notwithstanding
        the foregoing, (i) no borrower or guarantor under the New ABL Facility shall constitute an Excluded Subsidiary, and (i)
        each borrower or guarantor under the New ABL Facility (other than the Borrower) shall be a Guarantor under the Term Facility.

         

        For
        purposes of the Credit Documentation, (a) “Foreign Subsidiary” means any existing or future direct
        or indirect subsidiary of the Borrower organized under the laws of any jurisdiction other than the United States, any
        state thereof or the District of Columbia, (b) “CFC” means a “controlled foreign corporations”
        within the meaning of Section 957 of the Internal Revenue Code of 1986, as amended, and (c) “Restricted Subsidiary”
        means any existing or future direct or indirect subsidiary of the Borrower other than any Unrestricted Subsidiary (as
        defined below).

	 	 
	Joint
    Lead Arrangers and Joint Bookrunners:	Credit
    Suisse Securities (USA) LLC, UBS Securities LLC and any other Lead Arranger appointed pursuant to the Commitment Letter will
    act as joint lead arrangers and joint bookrunners for the Term Facility (in such capacity, the “Lead Arrangers”).



 






    	 	Term Sheet – Term Facility
Exhibit B - Page 2
	 



     


    

 


	Administrative
    Agent and Collateral Agent:	Credit
    Suisse AG, Cayman Islands Branch will act as the sole and exclusive administrative agent and collateral agent for the Lenders
    (in such capacities, the “Agent”).
	 	 
	Lenders:	A
    syndicate of banks, financial institutions and other entities, including the Initial Lenders, but excluding Disqualified Institutions,
    arranged by the Lead Arrangers and reasonably acceptable to the Borrower (collectively, and together with any party that becomes
    a lender by assignment as set forth under the heading “Assignments and Participations” below, the “Lenders”).
	 	 
	Type
    and Amount:	(A)
        A term loan facility the Closing Date Term Facility in an aggregate principal amount of $250.0 million (the loans thereunder,
        the “Closing Date Term Loans”); or

         

        (B)
        A delayed draw term loan facility (the “Delayed Draw Term Loan Facility” and, together with the Closing
        Date Term Facility, the “Term Facility”) in an aggregate principal amount of $100.0 million (the loans
        thereunder, the “Delayed Draw Term Loans” and, together with the Closing Date Term Loans, the “Term
        Loans” or “Loans”).

	 	 
	Amortization:	(A)
        Commencing on the last day of the first full fiscal quarter ended after the Closing Date, the Closing Date Term Loans
        shall be repayable in equal quarterly installments in aggregate annual amounts equal to 1.00% per annum of the original
        principal amount of the Closing Date Term Loans, with the balance payable on the date which is 7 years following the Closing
        Date (the “Term Loan Maturity Date”).

         

        (B)
        The Delayed Draw Term Loans shall be repayable in equal quarterly installments in aggregate annual amounts equal to a
        percentage of the original principal amount of the Delayed Draw Term Loans that will permit the Delayed Draw Term Loans
        to be fungible with the Closing Date Term Loans and will commence on the next scheduled installment date after the relevant
        Delayed Draw Term Loan drawing date, with the balance payable on the Term Loan Maturity Date.

	 	 
	Availability:	(A)
        The Closing Date Term Loans shall be made in a single drawing on the Closing Date. Repayments and prepayments of the Closing
        Date Term Loans may not be reborrowed.

         

        (B)
        The Delayed Draw Term Loans may be funded on or after the Closing Date until the date that is twelve (12) months after
        the Closing Date in up to 3 borrowings Repayments and prepayments of the Delayed Draw Term Loan may not be reborrowed.

	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 3
	 



     


    

 


	Maturity:	The
    Term Loan Maturity Date.
	 	 
	Use
    of Proceeds:	(A)
        The proceeds of the Closing Date Term Loans will be used to finance a portion of the Transactions (including payment of
        the Transaction Costs).

         

        (B)
        The proceeds of each borrowing under the Delayed Draw Term Loan Facility will be used solely to finance any Permitted
        Acquisition, so long as after giving effect to any such other Permitted Acquisition, the Total Leverage Ratio does not
        exceed 3.50:1.00.

	 	 
	Incremental
    Term Facility:	The
    Borrower will have the right, from time to time, on one or more occasions, to add one or more incremental term facilities
    and/or increase the Term Facility (each, an “Incremental Term Facility”) on terms and conditions agreed
    by the Borrower and the relevant Incremental Term Facility lenders in an aggregate outstanding principal amount not to exceed
    (without duplication):



 


	 	(a)	$65 million (the “Fixed Incremental Amount”)
less the aggregate outstanding principal amount of all Incremental Equivalent Debt (as defined below) issued and/or incurred in
reliance on this clause (a), plus




 


	 	(b)	an unlimited amount (the “Incremental Incurrence-Based
Component”) so long as, in the case of this clause (b), after giving effect to the relevant Incremental Term
Facility, (1) if such Incremental Term Facility is secured by a lien on the Term Priority Collateral that is pari passu with the
lien securing the Term Facility, the First Lien Leverage Ratio (as defined below) does not exceed the First Lien Leverage Ratio
on the Closing Date, (2) if such Incremental Term Facility is secured by a lien on the Term Priority Collateral that is junior
to the lien securing the Term Facility, the Secured Leverage Ratio (as defined below) does not exceed the Secured Leverage Ratio
on the Closing Date or (3) if such Incremental Term Facility is unsecured, the Total Leverage Ratio (as defined below) does not
exceed the Total Leverage Ratio on the Closing Date, in each case described in this clause (b), calculated on a pro forma
basis, including the application of the proceeds thereof (without “netting” the cash proceeds of the applicable Incremental
Term Facility);






 


	 	provided,
    that, in each case, at the time of the addition thereof:



 


	 	 	(i)	no event of default exists or would exist after giving
effect thereto;




 


	 	 	(ii)	any Incremental Term Facility will have a final maturity
date no earlier than the then-existing Term Loan Maturity Date;




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 4
	 



     


    

 


	 	 	(iii)	the weighted average life to maturity applicable to
each Incremental Term Facility shall not be shorter than the weighted average life to maturity of the then-existing Term Facility;




 


	 	 	(iv)	the interest rate applicable to any Incremental Term
Facility will be determined by the Borrower and the lenders providing such Incremental Term Facility and, in the case of any Incremental
Term Facility entered into within 12 months of the Closing Date that is pari passu with the existing Term Facility in right of
payment and with respect to security, such interest rate will not be more than 0.50% higher than the corresponding interest rate
applicable to the existing Term Facility unless the interest rate margin with respect to the existing Term Facility is adjusted
to be equal to the interest rate with respect to the relevant Incremental Term Facility, minus, 0.50%; provided
that in determining the applicable interest rate: (w) OID or upfront fees paid by the Borrower in connection with such Incremental
Term Facility or the existing Term Facility (based on a 4-year average life to maturity or lesser remaining average life to maturity)
shall be included, (x) any amendments to the Applicable Margin on the existing Term Facility that became effective subsequent
to the Closing Date but prior to the time of the addition of such Incremental Term Facility shall be included, (y) arrangement,
commitment, structuring, underwriting fees and amendment fees paid or payable to the Lead Arrangers (or their affiliates) in their
respective capacities as such in connection with the existing Term Facility or to one or more arrangers (or their affiliates)
in their capacities as such (regardless of whether such fees are paid to or shared in whole in part with any lender) applicable
to such Incremental Term Facility and any other fees not paid generally to all lenders ratably shall be excluded and (z) if such
Incremental Term Facility includes any “LIBOR” interest rate floor greater than that applicable to the existing Term
Facility and such floor is applicable to the existing Term Facility on the date of determination, such excess amount shall be
equated to interest margin for determining the increase;




   








    	 	Term Sheet – Term Facility
Exhibit B - Page 5
	 



     


    

 


	 	 	(v)	any Incremental Term Facility may rank pari passu or
junior in right of payment and pari passu or junior with respect to security with the Term Facility and, if secured, may not be
secured by any assets other than the Collateral or may be unsecured (and to the extent subordinated in right of payment or security,
subject to intercreditor arrangements reasonably satisfactory to the Agent) and, if guaranteed, may not be guaranteed by any Restricted
Subsidiary which is not a Loan Party; and




 


	 	 	(vi)	(A) no Incremental Term Facility shall share more favorably
than ratably in any prepayments of the Term Facility,  and (B) except as otherwise provided above (including with respect
to margin, pricing, maturity and/or fees), the terms of any Incremental Term Facility, if not substantially consistent with the
terms of the Term Facility, shall be reasonably satisfactory to the Agent (it being understood that terms not substantially consistent
with the Incremental Term Facility which are applicable only after the then-existing Term Loan Maturity Date are acceptable to
the Agent).






 


	 	Any
    Incremental Term Facility may be provided by existing Lenders or, subject to the reasonable consent of the Agent, other persons
    who become Lenders in connection therewith if such consent would be required under the heading “Assignments and Participations”
    below for assignments or participations of Term Loans or commitments, as applicable, to such person; provided, that
    no existing Lender will be obligated to provide any such Incremental Term Facility.
	 	 
	 	Any
    loans or commitments incurred under any Incremental Term Facility shall be deemed to have been incurred under the Incremental
    Incurrence-Based Component prior to the Fixed Incremental Amount.
	 	 
	 	The
    proceeds of any Incremental Term Facility may be used by the Borrower and its subsidiaries for working capital and other general
    corporate purposes, including the financing of permitted acquisitions and other investments and any other use not prohibited
    by the Credit Documentation.
	 	 
	 	To
    the extent the proceeds of any Incremental Term Facility are intended to be applied to finance an acquisition or other investment
    that is permitted under the Credit Documentation, the availability thereof shall, if agreed by the lenders providing such
    Incremental Term Facility, be subject to customary “SunGard” or other applicable “certain funds” conditionality
    provisions, it being understood that the availability of such Incremental Term Facility shall nevertheless be subject to the
    absence of any payment or bankruptcy default and the accuracy of customary “specified” and “acquisition
    agreement” representations. 
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 6
	 



     


    

 


	 	The
    Credit Documentation will permit the Borrower to issue notes or borrow loans (or obtain commitments in respect thereof) in
    lieu of loans (or commitments) under the Incremental Term Facility (so long as the applicable conditions to borrowing loans
    under the Incremental Term Facility would have been satisfied) that are (at the option of the Borrower) unsecured or secured
    by the Collateral on a pari passu or junior basis (“Incremental Equivalent Debt”); it being understood
    and agreed that, other than with respect to Incremental Equivalent Debt incurred in the form of term loans that are pari passu
    in right of payment and secured on a pari passu basis with the Term Loans, the Term Facility shall not be subject to a “most
    favored nation” pricing adjustment as a result of the issuance or incurrence of such Incremental Equivalent Debt.
	 	 
	 	As
    used herein, 
	 	 



 


	 	(a)	“Consolidated Total Debt”, on any
date of determination, will be defined as:




 


	 	 	(i)	the amount of third party consolidated indebtedness
for borrowed money, purchase money indebtedness and/or capital lease obligations of the Borrower and its Restricted Subsidiaries
on the applicable date of determination, minus




 


	 	 	(ii)	the amount, not to exceed an amount to be agreed, of
(A) unrestricted cash and cash equivalents of the Borrower and its Restricted Subsidiaries whether or not held in a pledged account
and (B) cash and cash equivalents of the Borrower and its Restricted Subsidiaries that are restricted in favor of the Term Facility
(which may also include cash and cash equivalents securing other indebtedness that is secured by a lien on the Collateral along
with the Term Facility) (in each case, such unrestricted cash and restricted cash and cash equivalents to be determined in accordance
with GAAP) (the amounts described in clauses (ii)(A) and (ii)(B), collectively, “Unrestricted Cash”),




 


	 	(b)	“First Lien Leverage Ratio” will
be defined as the ratio of (i) Consolidated Total Debt that is secured by a first-priority lien on any property or assets of Borrower
and its Restricted Subsidiaries (including, for the avoidance of doubt, indebtedness under the New ABL Facility), to (ii) trailing
4-quarter Consolidated EBITDA (as described below),




   








    	 	Term Sheet – Term Facility
Exhibit B - Page 7
	 



     


    

 


	 	(c)	“Secured Leverage Ratio” will be
defined as the ratio of (i) Consolidated Total Debt that is secured by a lien on any property or assets of Borrower and its Restricted
Subsidiaries to (ii) trailing 4-quarter Consolidated EBITDA, and




 


	 	(d)	“Total Leverage Ratio” will be defined
as the ratio of (i) Consolidated Total Debt to (ii) trailing 4-quarter Consolidated EBITDA.




 


	 	For
    purposes of the Credit Documentation, “Consolidated EBITDA” (and, without duplication, component definitions,
    including, without limitation, net income) will (x) be based upon the consolidated net income (determined in accordance
    with GAAP) of the Borrower and its Restricted Subsidiaries, (y) include a customary addback in respect of cost savings
    and synergies anticipated to be realized within 18 months up to an amount not to exceed 25% of Consolidated EBITDA, provided
    that such cost savings and synergies are reasonably identifiable and factually supportable (the “Cost Savings Add-back”),
    and (z) be defined in a manner to be mutually agreed:
	 	 
	Refinancing
    Term Facility:	The
    Borrower shall have the right to refinance and/or replace the Term Loans (and loans and commitments under any Incremental
    Term Facility) in whole or in part with (x) one or more new term facilities (each, a “Refinancing Term Facility”)
    under the Credit Documentation with the consent of the Borrower and the institutions providing such Refinancing Term Facility
    and/or (y) one or more series of notes or loans, in the case of each of clause (x) and (y), that will be pari
    passu or junior in right of payment and be secured by the Collateral on a pari passu or junior basis with the remaining portion
    of the Term Facility or Incremental Cash Flow Revolving Facility, as applicable, or be unsecured (such notes or loans, the
    “Refinancing Notes”); provided, that
	 	 
	 	(a)
    any Refinancing Term Facility or issue of Refinancing Notes that is pari passu or junior with respect to security shall be
    subject to a customary intercreditor agreement, the material terms of which shall be reasonably acceptable to the Agent and
    the Borrower,
	 	 
	 	(b)
    no Refinancing Term Facility or Refinancing Notes shall mature prior to the latest maturity date of the Term Facility being
    refinanced or replaced and no Refinancing Term Facility or Refinancing Notes shall have a shorter weighted average life than
    the Term Loans being refinanced or replaced,
	 	 
	 	(c)
    no Refinancing Revolving Facility shall mature (or require commitment reductions) prior to the maturity date of the loans
    or commitments being refinanced,
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 8
	 



     


    

 


	 	(d)
    any Refinancing Term Facility or issuance of Refinancing Notes shall have pricing (including interest, fees and premiums),
    optional prepayment and redemption terms as may be agreed to by the Borrower and the lenders party thereto,
	 	 
	 	(e)
    if any such Refinancing Term Facility or issuance of Refinancing Notes is secured, it shall not be secured by any assets other
    than the Collateral,
	 	 
	 	(f)
    if any such Refinancing Term Facility or issuance of Refinancing Notes is guaranteed, it shall not be guaranteed by any subsidiaries
    of the Borrower other than the Guarantors,
	 	 
	 	(g)
    the other terms and conditions (excluding those referenced in clauses (b) through (f) above) of such Refinancing
    Term Facility or issuance of Refinancing Notes shall be substantially identical to, or (taken as a whole) no more favorable
    (as reasonably determined by the Borrower) to the lenders providing such Refinancing Term Facility or the holders of such
    Refinancing Notes than those applicable to the loans or commitments being refinancing or replaced (except for covenants or
    other provisions applicable only to periods after the latest final maturity date of the relevant loans or commitments existing
    at the time of such refinancing or replacement) or such terms shall be current market terms for such type of indebtedness,
	 	 
	 	(h)
    except to the extent otherwise permitted under the Credit Documentation, the aggregate principal amount of any Refinancing
    Term Facility or issuance of Refinancing Notes shall not exceed the aggregate principal amount of indebtedness and commitments
    being refinanced or replaced therewith, plus interest, premiums, fees and expenses, and
	 	 
	 	(i)
    no Refinancing Term Facility shall share more favorably than ratably in any mandatory prepayment of the Term Loans.
	 	 
	CERTAIN
    PAYMENT PROVISIONS
	 
	Fees
    and Interest Rates:	As
    set forth on Annex I hereto.  
	 	 
	Closing
    Fees:	As
    set forth in the Fee Letter.
	 	 
	Optional
    Commitment Reductions:	The
    commitments under the Delayed Draw Term Loan Facility may be reduced and/or terminated, in whole or in part, without premium
    or penalty, in minimum amounts to be agreed, at the option of the Borrower at any time upon 3 business days’ prior notice.
	 	 
	Optional
    Prepayments:	Term
    Loans may be prepaid, in whole or in part, without premium or penalty (except as described under the heading “Term Loan
    Prepayment Fee” below), in minimum amounts to be agreed, at the option of the Borrower at any time upon 1 business day’s
    (or, in the case of a prepayment of Eurodollar Loans (as defined in Annex I hereto), 3 business days’) prior
    notice, subject to reimbursement of the Lenders’ actual redeployment costs in the case of a prepayment of Eurodollar
    Loans prior to the last day of the relevant interest period.  Optional prepayments of the Term Loans shall be applied
    to the Term Loans and the installments thereof as directed by the Borrower (or in the absence of direction from the Borrower,
    in the direct order of maturity).
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 9
	 



     


    

 


	Term
    Loan Prepayment Fee:	Any
    Repricing Transaction (as defined below) consummated prior to the date that is 6 months after the Closing Date will be subject
    to a prepayment premium of 1.00% on the principal amount of the Term Loans prepaid, including, in the case of any amendment
    in connection with a Repricing Transaction, the principal amount of the relevant Term Loans of any Lender which are amended
    or required to be assigned in accordance with the “yank a bank” provisions set forth in the Credit Documentation
    as a result of such Lender’s failure to consent to such amendment.
	 	 
	 	For
    purposes of the Credit Documentation, “Repricing Transaction” means the refinancing or repricing by the
    Borrower of all or any portion of the Term Loans the primary purpose of which is to reduce the all-in-yield applicable to
    the Term Loans (x) with the proceeds of any secured term loans incurred or guaranteed by the Borrower or any Guarantor or
    (y) in connection with any amendment to the Credit Documentation, in either case, (i) having or resulting in an effective
    interest rate (to be calculated in a manner consistent with that set forth above in clause (iv) of the proviso to the
    first sentence under the heading “Incremental Term Facility” above) as of the date of such refinancing or repricing
    that is (and not by virtue of any fluctuation in any “base” rate) less than the effective interest rate applicable
    to the Term Loans as of the date of such refinancing or repricing and (ii) in the case of a refinancing of the Term Loans,
    the proceeds of which are used to repay, in whole or in part, the principal of outstanding Term Loans, but excluding, in any
    such case, any refinancing or repricing of Term Loans in connection with any transformative acquisition or similar investment
    (to be defined), “change of control” transaction or initial public offering.
	 	 
	Mandatory
    Prepayments:	The
    following amounts shall be applied to prepay the Term Loans, in each case with carveouts and exceptions consistent with the
    Documentation Considerations:



 


	 	(a)	100% of the net cash proceeds of any incurrence of debt
by the Borrower or any of its Restricted Subsidiaries (other than debt otherwise permitted under the Credit Documentation (other
than indebtedness incurred pursuant to a Refinancing Term Facility or an issuance of Refinancing Notes to refinance or replace
the Term Loans or loans under the Incremental Term Facility));




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 10
	 



     


    

 


	 	(b)	100% of the net cash proceeds in excess of an amount
to be agreed per transaction (or series of related transactions) and an amount to be agreed per fiscal year of any non-ordinary
course sale or other disposition of assets to be agreed and excluding in any event dispositions of ABL Priority Collateral to
the extent that the net cash proceeds thereof are required to be applied to repay loans outstanding under the New ABL Facility
in order to be in compliance with the “Borrowing Base” (as defined in the New ABL Facility documentation) (subject
to reinvestment of such proceeds in assets useful in the operations of the Borrower or its subsidiaries within 12 months following
receipt (or if the Borrower or its subsidiaries have committed to reinvest such proceeds within such 12-month period reinvestment
within 6 months following such 12-month period));




 


	 	(c)	50% of Excess Cash Flow (to be defined but in any event
to take into account the provisions described below) for each fiscal year of the Borrower (commencing with the first full fiscal
year ended after the Closing Date); provided, that:




 


	 	 	(i)	any such Excess Cash Flow prepayment shall be required
only if the amount of the prepayment exceeds a de minimis amount to be mutually agreed,




 


	 	 	(ii)	the foregoing percentage shall be reduced to 25% and
0% for any fiscal year with respect to which the First Lien Leverage Ratio (at the time of the respective payment and recalculated
to give pro forma effect to any such paydown or reduction) is equal to or less than 2.75:1.00 and 2.00:1.00 respectively,




 


	 	 	(iii)	at the option of the Borrower, the amount of such Excess
Cash Flow prepayment shall be reduced on a dollar-for-dollar basis by the amount of (x) voluntary prepayments of the Term Loans
and/or any Incremental Term Facility that is secured on a pari passu basis with the Term Loans, and (y) any reduction in
the outstanding principal amount of any Term Loan and/or any loans under any Incremental Term Facility resulting from assignments
to (and purchases by) the Borrower or any Restricted Subsidiary, in each case to the extent of the amount of cash paid by the
Borrower or any such Restricted Subsidiary in connection with the relevant assignments and purchases in each case made prior to
any Excess Cash Flow prepayment date (without duplication in any other Excess Cash Flow period, and except to the extent financed
with indebtedness), and




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 11
	 



     


    

 


	 	 	(iv)	Excess Cash Flow shall be reduced by amounts used for
capital expenditures, acquisitions and certain other investments (including investments in joint ventures) and certain restricted
payments made during such fiscal year and, at the option of the Borrower, made prior to the date of such Excess Cash Flow prepayment
or (except with respect to restricted payments) contractually committed  to be made during such fiscal year or prior
to the date of such Excess Cash Flow prepayment (without duplication in any other Excess Cash Flow period and except to the extent
financed with indebtedness); provided that if the amount of cash (not financed with indebtedness) actually utilized during
the four fiscal quarters following such fiscal year is less than the committed amount, the difference shall be deducted from Excess
Cash Flow for the succeeding fiscal year.




 


	 	Mandatory
    prepayments of the Term Loans shall be applied to the installments thereof as directed by the Borrower (or in the absence
    of direction from the Borrower in the direct order of maturity); provided, that the Credit Documentation will provide
    that, in the case of any mandatory prepayment in respect of any asset sale or casualty or condemnation event, the Borrower
    may apply the net cash proceeds thereof ratably to the payment of the Term Loans and any other indebtedness that is secured
    on a pari passu basis with the Term Loans.
	 	 
	 	All
    mandatory prepayments described under clauses (b) and (c) above, to the extent attributable to Foreign Subsidiaries,
    will be subject to permissibility under local law (e.g., financial assistance, corporate benefit, thin capitalization, capital
    maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the fiduciary and statutory
    duties of the directors of the relevant subsidiaries); provided that the Borrower shall use commercially reasonable
    efforts to take all reasonable actions required by applicable law to permit the repatriation of the relevant amounts.  Further,
    if the Borrower determines in good faith that the Borrower or any Restricted Subsidiary would incur a material and adverse
    tax liability (including any withholding tax) if all or a portion of the funds required to make a mandatory prepayment were
    upstreamed or transferred as a distribution or dividend (a “Restricted Amount”), the amount the Borrower
    will be required to mandatorily prepay shall be reduced by the Restricted Amount until such time as it may upstream or transfer
    such Restricted Amount, to the extent available, without incurring such tax liability.
	 	 
	 	Any
    Lender (each a “Declining Lender”) may elect not to accept any mandatory prepayment, but in the case of
    clause (a) above, solely to the extent not representing a refinancing of the Term Loans.  Any prepayment
    amount declined by a Declining Lender (such declined payment, the “Declined Proceeds”) shall be an addition
    to the Available Basket (as defined below).
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 12
	 



     


    

 


	COLLATERAL	Subject
    to the Limited Conditionality Provision and the provisions of the immediately following paragraphs, the Borrower Obligations
    with respect to the Term Facility and the obligations of each other Loan Party under the Term Guaranty shall be secured by
    (a) a perfected, first-priority security interest in substantially all now owned or hereafter acquired other personal
    property and real property of the Borrower and the Guarantors (other than ABL Priority Collateral (as defined below)) (including,
    without limitation, (i) a pledge of the capital stock of the Borrower owned by Holdings and a pledge of the capital stock
    of each Loan Party’s direct Restricted Subsidiaries, but limited, in the case of voting capital stock of Foreign Subsidiaries
    and CFC Holdcos, to a pledge of 65% of the voting capital stock of any first-tier Foreign Subsidiary or CFC Holdco, and (ii)
    any and all tractors, trailers and equipment used for transport, other than, for the avoidance of doubt, any parts inventory)
    (the collateral described in this clause (a), the “Term Priority Collateral”); and (b) a perfected
    second-priority security interest (subject to permitted liens and other exceptions set forth in the New ABL Facility documentation)
    in each Loan Party’s now owned or hereafter acquired (i) accounts receivable, (ii) inventory, (iii) cash, cash equivalents
    (other than cash and cash equivalents constituting identifiable proceeds of Term Priority Collateral), (iv) securities and
    deposit accounts (subject to exceptions for accounts containing exclusively identifiable cash proceeds of Term Priority Collateral),
    (v) general intangibles (other than capital stock and intellectual property), instruments, documents, chattel paper, commercial
    tort claims, letter of credit rights and supporting obligations, in each case related to the foregoing, (vi) books and records
    to the extent related to the foregoing and (vii) in each case above, proceeds thereof (the collateral described in this clause (b),
    the “ABL Priority Collateral” and, together with the Term Priority Collateral, the “Collateral”),
    in each case, subject to permitted liens and to certain customary exceptions and excluding Excluded Assets (as defined below).
	 	 
	 	Notwithstanding
    the foregoing, the Collateral will exclude (collectively, the “Excluded Assets”):



 


	 	(a)	all leasehold real property,




 


	 	(b)	all fee-owned real property with a fair market value
(as reasonably estimated by the Borrower) of less than an amount to be mutually agreed, and all fee-owned real property securing
Permitted Surviving Debt as of the Closing Date or any refinancing thereof for so long as such property secures the Permitted
Surviving Debt or any permitted refinancing thereof (collectively, “Excluded Real Property”),




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 13
	 



     


    

 


	 	(c)	interests in joint ventures and non-wholly-owned subsidiaries
(i) which cannot be pledged without the consent of one or more third parties other than Holdings, the Borrower or any of their
subsidiaries (after giving effect to any applicable anti-assignment provision of the UCC or other applicable law) and/or (ii)
the pledge of which could give rise to a “right of first refusal”, a “right of first offer” or a similar
right that may be exercised by any third party other than Holdings, the Borrower or any of their respective wholly-owned subsidiaries,




 


	 	(d)	the capital stock of (i) captive insurance subsidiaries,
(ii) not-for-profit subsidiaries, (iii) special purpose entities used for permitted securitization facilities and/or (iv) Unrestricted
Subsidiaries,




 


	 	(e)	margin stock,




 


	 	(f)	assets the grant or perfection of a security interest
in which would result in material and adverse tax consequence as reasonably determined by the Borrower, written notice of which
determination is provided by the Borrower to the Agent,




 


	 	(g)	any property or asset the grant or perfection of a security
interest in which would require governmental consent, approval, license or authorization (unless such consent, approval, license
or authorization has been obtained), after giving effect to any applicable anti-assignment provision of the UCC or other applicable
law and other than proceeds thereof to the extent that the assignment of the same is effective under the UCC or other applicable
law notwithstanding such consent or restriction,




 


	 	(h)	any “intent-to-use” trademark application
prior to the filing of a “Statement of Use”, “Declaration of Use”, “Amendment to Allege Use”
or similar notice with respect thereto, to the extent, if any, that, and solely during the period, if any, in which, the grant
of a security interest therein would impair the validity or enforceability of such intent-to-use trademark application under applicable
law,




 


	 	(i)	commercial tort claims below a threshold to be agreed,




 


	 	(j)	Tax and Trust Funds,




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 14
	 



     


    

 


	 	(k)	any lease, license or agreement or any property subject
to a purchase money security interest, capital lease or a similar arrangement permitted by the credit agreement to the extent
that a grant of a security interest therein would violate or invalidate such lease, license or agreement or purchase money or
similar arrangement or trigger a right of termination in favor of any other party thereto after giving effect to the applicable
anti-assignment provisions of the UCC or other applicable law,




 


	 	(l)	other exceptions to be agreed consistent with the Documentation
Considerations or otherwise reasonably satisfactory to the Agent and the Borrower.






 


	 	“Tax
    and Trust Funds” means cash, cash equivalents or other assets comprised solely of (a) funds used for payroll
    and payroll taxes and other employee benefit payments to or for the benefit of such Loan Party’s employees, (b) all
    taxes required to be collected, remitted or withheld (including, without limitation, federal and state withholding taxes (including
    the employer’s share thereof)) and (c) any other funds which any Loan Party holds in trust or as an escrow or fiduciary
    for another person which is not a Loan Party in the ordinary course of business.
	 	 
	 	Notwithstanding
    anything to the contrary contained herein:



 


	 	(a)	no Loan Party shall be required to grant a security
interest in or a pledge of any asset or perfect a security interest in any Collateral to the extent the cost, burden, difficulty
or consequence of obtaining or perfecting a security interest therein outweighs the benefit of the security afforded thereby as
reasonably determined by the Borrower and the Agent or (B) the grant or perfection of a security interest in such asset or Collateral,
as applicable, would be prohibited by applicable law




 


	 	(b)	no action outside of the United States shall be required
in order to create or perfect any security interest in any asset located or titled outside of the United States, and no non-US
law security or pledge agreement or foreign intellectual property filing, search or schedule shall be required,




 


	 	(c)	any required mortgage will be permitted to be delivered
after the Closing Date in accordance with the Limited Conditionality Provision,




 


	 	(d)	the Loan Parties shall not be required to seek any landlord
lien waiver, estoppel, warehouseman waiver or other collateral access or similar letter or agreement, 




 


	 	(e)	no action shall be required to obtain perfection through
(i) control agreements or other control arrangements (other than control of pledged capital stock and promissory notes having
a value above a threshold to be agreed, in each case, to the extent constituting Collateral and otherwise required above), or
(ii) lien notation on certificates of title evidencing assets with an aggregate book value less than or equal to an amount
to be agreed.




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 15
	 



     


    

 


	 	(f)	the following Collateral shall not be required to be
perfected (other than to the extent perfected by the filing of a UCC financing statement):




 


	 	 	(i)	the capital stock of (A) any Immaterial Subsidiary and/or
(B) any person that is not a subsidiary which, if a subsidiary, would constitute an Immaterial Subsidiary, and




 


	 	 	(ii)	letter of credit rights, and




 


	 	(g)	the guaranty and security documents will contain such
other exceptions and qualifications as the Borrower and the Agent may reasonably agree.






 


	Ranking:	The
        lien priority, relative rights and other creditors’ rights matters in respect of the Term Facility and the New ABL
        Facility will be set forth in a customary intercreditor agreement (the “Intercreditor Agreement”), which shall
        be consistent with the Documentation Considerations (as defined below) and/or otherwise reasonably satisfactory to the
        Borrower, the Agent and the agent under the New ABL Facility. For the avoidance of doubt, the Intercreditor Agreement
        will permit, among other things, (a) additional indebtedness permitted to be incurred pursuant to the Incremental
        Facilities and any Incremental Equivalent Debt, (b) additional indebtedness under the New ABL Facility permitted
        to be incurred pursuant to the any incremental facility provisions thereunder and (c) refinancing indebtedness in
        respect of any of the foregoing.

         

        In
        addition, and subject, to the Intercreditor Agreement, the Credit Documentation will authorize and require the Agent to
        enter into additional intercreditor agreements (each, an “Additional Intercreditor Agreement”) which
        allow (at the Borrower’s option) additional debt that is permitted to be incurred and secured under the Credit Documentation
        to be secured by a lien on the Collateral that is pari passu with or junior to the lien on the Collateral securing the
        Term Facility.

	 	 
	CONDITIONS	The
    only conditions precedent to the availability of the Term Facility on the Closing shall be those set forth in the Limited
    Conditionality Provision and in Exhibit C hereto.  The making of each Delayed Draw Term Loan after the Closing
    Date shall be conditioned on (a) the accuracy in all material respects of all representations in the Credit Documentation,
    (b) there being no default or event of default in existence at the time of, and after giving effect to the making of, such
    extension of credit and (c) the delivery of a customary borrowing notice.
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 16
	 



     


    

 


	DOCUMENTATION	 
	 	 
	Credit
    Documentation:	The
    definitive financing documentation for the Term Facility (including the Intercreditor Agreement, the “Credit Documentation”
    will contain the terms and conditions set forth in the Commitment Letter (as such terms may be modified by the “Market
    Flex” provisions of the Fee Letter) and such other terms as the Borrower and the Lead Arrangers may agree; it being
    understood and agreed that the Credit Documentation shall:



 


	 	(a)	not contain any conditions to the availability and initial
funding of the Term Facility on the Closing Date other than as set forth on Exhibit C;




 


	 	(b)	subject to the right to exercise the Flex Provisions,
contain only those mandatory prepayments, representations and warranties, affirmative, financial and negative covenants and events
of default expressly set forth in this Exhibit B, in each case, applicable to the Borrower and its Restricted Subsidiaries
(and Holdings in certain limited circumstances), which shall be subject to standards, qualifications, thresholds, exceptions for
materiality and/or otherwise and “baskets,” grace and cure periods, in each case, consistent (where applicable) with
the Documentation Considerations; it being understood and agreed that to the extent that the Credit Documentation requires (x)
compliance with any financial ratio or test (including the Financial Covenant (as defined below)), (y) the absence of any default
or event of default (or any type of default or event of default) or (z) compliance with any cap expressed as a percentage of Consolidated
EBITDA or Consolidated Total Assets as a condition to the consummation of any acquisition or similar investment or the incurrence
of any indebtedness in connection therewith, the determination of whether the relevant condition is satisfied shall be made at
the time of the execution of the definitive documentation with respect to the relevant acquisition or other investment, after
giving effect to such acquisition or other investment and any related indebtedness on a pro forma basis (it being understood that
in connection with any subsequent calculation of any ratio or basket availability with respect to any acquisition or similar investment
or incurrence of any indebtedness in connection therewith on or following such date of execution of such definitive documentation
and prior to the earlier of the date on which such acquisition or investment is consummated or such definitive documentation is
terminated or expires without consummation of such acquisition or investment, any such ratio or basket shall be calculated on
a pro forma basis assuming such acquisition or investment (and other transactions in connection therewith, including any incurrence
of indebtedness and the use of proceeds thereof) have been consummated)




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 17
	 



     


    

 


	 	(c)	give due regard to:




 


	 	 	(i)	the operational and strategic requirements of the Borrower,
the Target, and their respective subsidiaries in light of their consolidated capital structure, size, industry and practices (including,
without limitation, the leverage profile and projected free cash flow generation of the Borrower, the Target and their respective
subsidiaries), in each case, after giving effect to the Transactions,




 


	 	 	(ii)	the model delivered by Holdings on November 16, 2016
(the “Projections”), and




 


	 	 	(iii)	customary EU bail-in provisions; and 




 


	 	 	(iv)	operational requirements of the Agent to the extent not in conflict with the term hereof;




 


		it being
    understood and agreed that the Credit Documentation shall in all cases be based on a credit agreement to be mutually agreed
    (the items described in clauses (c)(i) through (c)(iii), collectively, the “Documentation
    Considerations”; and




 


	 	(d)	be negotiated in good faith by the Borrower and the
Commitment Parties giving effect to the Limited Conditionality Provision so that the Credit Documentation is finalized as promptly
as practicable after the acceptance of the Commitment Letter.






 


	Representations
    and Warranties:	Limited
    to the following (to be applicable to the Borrower and its Restricted Subsidiaries, and for certain representations, Holdings,
    and subject to exceptions, qualifications and limitations for materiality and Material Adverse Effect to be mutually agreed
    in the Credit Documentation):  organizational existence; organizational power and authority; due authorization,
    execution and delivery of the Credit Documentation; enforceability of the Credit Documentation; no conflicts of the Credit
    Documentation with applicable law, organizational documents or contractual obligations; financial statements; no material
    adverse effect; capitalization of subsidiaries as of the Closing Date; compliance with law; FCPA, OFAC and the PATRIOT Act;
    governmental approvals and consents, (as such approvals and consents pertain to the Credit Documentation); no default under
    certain material agreements; ERISA and labor matters; environmental matters; litigation; ownership of property (including
    intellectual property); taxes; Federal Reserve margin regulations; Investment Company Act; accuracy of disclosure as of the
    Closing Date (to be consistent with the “10b-5” representation set forth in the Commitment Letter to which this
    Exhibit B is attached); solvency (to be defined in a manner consistent with Annex I to Exhibit C)
    of the Borrower and its Subsidiaries, on a consolidated basis, on the Closing Date; and the creation, validity, perfection
    and priority of security interests.
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 18
	 



     


    

 


	Affirmative
    Covenants:	Limited
    to the following (to be applicable to the Borrower and its Restricted Subsidiaries (and, in certain limited circumstances,
    Holdings): delivery of (a) annual audited financial statements within 90 days of the end of each fiscal year accompanied by
    an opinion of a nationally-recognized independent accounting firm that is not subject to (i) a “going concern”
    qualification (other than a “going concern” qualification resulting from the maturity of the Term Facility or
    the New ABL Facility within the 4 fiscal quarter period following the relevant audit opinion or the impending breach of any
    financial covenant) or (ii) a qualification as to the scope of the relevant audit, (b) quarterly unaudited financial statements
    (for each of the first 3 fiscal quarters of each fiscal year) within 45 days of the end of each fiscal quarter, in the case
    of each of clause (a) and (b) with customary MD&A disclosure; (c) an annual budget within 90 days of the end of each
    fiscal year, (d) officers’ certificates and other information reasonably requested by the Agent, (e) concurrently
    with the delivery of annual and quarterly financial statements, a compliance certificate, and (f) notices of default
    and certain other events that would reasonably be expected to have a Material Adverse Effect; maintenance of books and records;
    maintenance of existence; compliance with laws (including, without limitation, ERISA and environmental laws); FCPA, OFAC and
    the PATRIOT Act; maintenance of property and insurance; payment of obligations, including taxes; right of the Agent to inspect
    property and books and records (subject, absent a continuing event of default, to frequency and cost reimbursement limitations);
    commercially reasonable efforts to maintain public corporate and public corporate family ratings and public facility ratings
    by each of S&P and Moody’s (but not to maintain a specific rating); use of proceeds; designation of Unrestricted
    Subsidiaries; and further assurances on guaranty and Collateral matters (including, without limitation, with respect to additional
    guarantees and security interests in after-acquired property), subject to the parameters set forth under “COLLATERAL”
    above.  
	 	 
	Financial
    Covenant:	A
    maximum Total Leverage Ratio covenant (the “Financial Covenant”) shall apply to the Term Facility.
	 	 
	 	The
    Financial Covenant will be set at a level of based on a 30% cushion (calculated on a non-cumulative basis) in Consolidated
    EBITDA above the Consolidated EBITDA levels set forth in the Projections until the Term Loan Maturity Date, with stepdowns
    to be agreed.
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 19
	 



     


    

 


	

                                                                                
	If
    any Flex Provision is actually exercised, whether before or after the Closing Date, the covenant levels for the Financial
    Covenant shall be adjusted in the Credit Documentation (or pursuant to an amendment thereto) in order to maintain the leverage
    levels described herein.
	 	 
	 	For
    purposes of the Credit Documentation, any obligation of a person under a lease that is not (or would not be) required to be
    classified and accounted for as a capitalized lease on a balance sheet of such person under GAAP as in effect as of the date
    on which the Credit Documentation is initially entered into, shall not be treated as a capitalized lease as a result of the
    adoption of changes in GAAP or changes in the application of GAAP and shall continue to be treated as an operating lease.
	 	 
	 	The
    cash proceeds of a sale of, or contribution to, equity (which equity shall be Permitted Equity) of the Borrower during any
    fiscal quarter and on or prior to the day that is 15 business days after the day on which financial statements are required
    to be delivered for such fiscal quarter will, at the request of the Borrower, be included in the calculation of Consolidated
    EBITDA for purposes of determining compliance with the Financial Covenant at the end of such fiscal quarter and applicable
    subsequent periods (any such equity contribution so included in the calculation of Consolidated EBITDA, a “Specified
    Equity Contribution”); provided, that (a) in each 4 consecutive fiscal quarter period, there shall be no
    more than 2 fiscal quarters (which may be consecutive) in which a Specified Equity Contribution is made, (b) no more than
    5 Specified Equity Contributions may be made in the aggregate, (c) the amount of any Specified Equity Contribution shall be
    no greater than the amount required to cause the Borrower to be in compliance with the Financial Covenant, (d) any pro forma
    adjustment to Consolidated EBITDA resulting from any Specified Equity Contribution shall be counted as Consolidated EBITDA
    solely for purposes of determining compliance with the Financial Covenant and shall not be included for any other purpose
    during any fiscal quarter in which the pro forma adjustment applies and (e) there shall be no pro forma or other reduction
    of indebtedness with the proceeds of any Specified Equity Contribution for purposes of determining compliance with the Financial
    Covenant for the fiscal quarter in respect of which such Specified Equity Contribution was made (other than, with respect
    to any future period, with respect to any portion of such Specified Equity Contribution that is actually applied to repay
    any indebtedness). 
	 	 
	 	The
    Credit Documentation will contain a standstill provision prohibiting the exercise of remedies related to any breach of the
    Financial Covenant during the period in which any Specified Equity Contribution will be made after the Borrower delivers written
    notice to the Agent of the Borrower’s intention to cure the Financial Covenant with the proceeds of the Specified Equity
    Contribution; it being understood that the standstill provision shall apply solely in respect of the breach of the Financial
    Covenant giving rise to the relevant Specified Equity Contribution.
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 20
	 



     


    

 


	Negative
    Covenants:	Limited
    to the following (applicable to the Borrower and its Restricted Subsidiaries and, in the case of the passive holding company
    covenant set forth below, Holdings), in each case to include the ability of the Borrower to divide and re-classify its utilization
    of any available baskets under clauses (a) and (b) below from time to time:



 


	 	(a)	indebtedness (including guarantee obligations in respect
of indebtedness), with baskets and exceptions for, among other things,




 


	 	 	(i)	purchase money indebtedness and capital leases in an
aggregate outstanding principal amount (excluding, for the avoidance of doubt, the principal of any such indebtedness or capital
leases incurred in reliance on another basket) not to exceed 0.50x Consolidated EBITDA when incurred,




 


	 	 	(ii)	Permitted Surviving Debt,




 


	 	 	(iii)	other senior, senior subordinated or subordinated debt
pursuant to customary terms to be mutually agreed so long as, after giving pro forma effect thereto, including the application
of the proceeds thereof:




 


	 	 	(A)	if such debt is secured by a lien on the Term Priority
Collateral that is pari passu with the lien securing the Term Facility, the First Lien Leverage Ratio does not exceed the First
Lien Leverage Ratio on the Closing Date,




 


	 	 	(B)	if such debt is secured by a lien on the Term Priority
Collateral that is junior to the lien securing the Term Facility, the Secured Leverage Ratio does not exceed the Second Leverage
Ratio on the Closing Date, or




 


	 	 	(C)	if such debt is secured by a lien on any asset that
does not constitute Collateral or is unsecured, the Total Leverage Ratio does not exceed the Total Leverage Ratio after the Closing
Date (this clause (iii), the “Ratio Debt Basket”);




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 21
	 



     


    

 


	 		provided, that
    (x) the aggregate outstanding principal amount of indebtedness incurred by Restricted Subsidiaries that are not Loan Parties
    in reliance on the Ratio Debt Basket shall not exceed an amount to be agreed and (y) any debt incurred under the Ratio Debt
    Basket in the form of loans that are pari passu in right of payment and secured on a pari passu basis with the Term Loans
    will be subject to a “most favored nation” pricing adjustment;




 


	 	 	(iv)	indebtedness incurred in connection with any Incremental
Term Facility, Refinancing Term Facility and/or in connection with any Refinancing Notes, 




 


	 	 	(v)	intercompany debt, subject only to any applicable restrictions
in the investment covenant and subordination in the case of debt owed by Loan Parties to non-loan Parties,




 


	 	 	(vi)	debt incurred by Foreign Subsidiaries that is unsecured
or secured by assets of Foreign Subsidiaries in an aggregate amount not to exceed an amount to be agreed at any time outstanding,




 


	 	 	(vii)	other debt incurred by non-Loan Parties in an aggregate
outstanding principal amount not to exceed an amount to be agreed,




 


	 	 	(viii)	indebtedness assumed in connection with any acquisition
permitted under the Credit Documentation so long as (A) no event of default exists, (B) the Borrower is in compliance with the
Financial Covenant after giving pro forma effect thereto and (C) the relevant indebtedness was not incurred in contemplation of
the relevant acquisition;




 


	 	 	(ix)	any Incremental Equivalent Debt; it being understood
and agreed that Incremental Equivalent Debt incurred in the form of loans that are pari passu in right of payment and secured
on a pari passu basis with the Term Loans will be subject to a “most favored nation” pricing adjustment,




 


	 	 	(x)	a general debt basket in an aggregate outstanding principal
amount not to exceed an amount to be agreed, 




 


	 	 	(xi)	indebtedness arising under any derivative transaction
not entered into for speculative purposes,




 


	 	 	(xii)	indebtedness under the New ABL Facility not to exceed
a maximum amount to be agreed,




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 22
	 



     


    

 


	 	 	(xiii)	unsecured indebtedness consisting of seller notes and
similar obligations incurred in connection with Permitted Acquisitions in an aggregate principal amount to be agreed in any fiscal
year,




 


	 	 	(xiv)	unsecured indebtedness consisting of earnout and similar
obligations incurred in connection with Permitted Acquisitions so long as the aggregate amount of payments in respect thereof
in any fiscal year does not exceed an amount to be agreed,




 


	 	 	(xv)	additional indebtedness secured by Excluded Real Property
in an aggregate principal amount (excluding, for the avoidance of doubt, the principal of any such indebtedness incurred in reliance
on another basket) not to exceed an amount to be agreed at any time outstanding, and




 


	 	 	(xvi)	permitted refinancing indebtedness in respect of permitted
indebtedness (other than indebtedness incurred under replenishable Dollar baskets);




 


	 	(b)	liens, with baskets and exceptions for, among other
things, 




 


	 	 	(i)	liens securing any Incremental Term Facility, Refinancing
Term Facility and/or issuance of Refinancing Notes,




 


	 	 	(ii)	liens in respect of taxes, materialmen’s, supplier’s
or similar statutory liens that (x) are not more than 30 days overdue, (y) are being contested in good faith and
are subject to appropriate reserves to the extent required under GAAP or (z) the non-payment of which could not reasonably
be expected to result in a Material Adverse Effect,




 


	 	 	(iii)	liens securing Permitted Surviving Debt,




 


	 	 	(iv)	liens securing purchase money indebtedness and capital
leases permitted to be incurred under clause (a)(i) above, 




 


	 	 	(v)	liens on acquired assets, and the stock of acquired
entities, securing debt assumed in connection with any acquisition (so long as such liens were not created in contemplation of
such acquisition),




 


	 	 	(vi)	(A) liens on capital stock of joint ventures securing
capital contributions to, or obligations of, such persons and (B) customary rights of first refusal and tag, drag and similar
rights in joint venture agreements,




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 23
	 



     


    

 


	 	 	(vii)	liens securing the New ABL Facility (including any ABL
Incremental Term Facility), subject to the Intercreditor Agreement,




 


	 	 	(viii)	liens securing debt incurred in reliance on the Ratio
Debt Basket, having the priorities described therein and subject to an Additional Intercreditor Agreement,




 


	 	 	(ix)	liens in respect of secured permitted refinancing indebtedness,





 


	 	 	(x)	a general lien basket in an aggregate outstanding principal
amount not to exceed an amount to be agreed,




 


	 	 	(xi)	liens
on Collateral securing Incremental Equivalent Debt, subject to an Additional Intercreditor Agreement,  
	 	 	 	 
	 	 	(xii)	 liens on assets of Foreign Subsidiaries securing indebtedness
incurred in reliance on clause (a)(vi) above, and




 


	 	 	(xiii)	liens on Excluded Real Property securing indebtedness
incurred in reliance on clause (a)(xv) above;




 


	 	(c)	mergers, consolidations, liquidations and dissolutions;





 


	 	(d)	sales, dispositions or transfers (“Dispositions”)
of assets with a fair market value in excess of a de minimis amount to be mutually agreed, with baskets and exceptions for, among
other things, 




 


	 	 	(i)	Dispositions in the ordinary course of business of inventory,
obsolete, surplus or worn out property and property no longer useful in the business, 




 


	 	 	(ii)	Dispositions of any assets on an unlimited basis for
fair market value so long as (A) with respect to Dispositions in excess of an amount to be agreed, at least 75% of the consideration
consists of cash or cash equivalents and Designated Non-Cash Consideration (to be defined giving effect to the Documentation Considerations)
not to exceed an amount to be agreed, (B) the relevant Disposition is subject to the terms set forth in the mandatory prepayment
requirements in the Credit Documentation and (C) no event of default exists on the date on which the agreement governing the relevant
Disposition is executed,




 


	 	 	(iii)	Dispositions of any asset in connection with casualty
or condemnation events or like kind exchanges,




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 24
	 



     


    

 


	 	 	(iv)	Dispositions of investments in joint ventures to the
extent required by, or made pursuant to, buy/sell arrangements between joint venture or similar parties set forth in the relevant
joint venture arrangements and/or similar binding arrangements,




 


	 	 	(v)	sale leaseback transactions in an aggregate amount not
to exceed an amount to be agreed,




 


	 	 	(vi)	Dispositions of non-core assets acquired in connection
with an acquisition and designated as such within 90 days of such acquisition, subject to no event of default and application
of the proceeds in accordance with the mandatory prepayment provisions of the Credit Documentation and subject to a cap to be
agreed, and




 


	 	 	(vii)	other Dispositions in an aggregate amount not to exceed
an amount to be agreed;




 


		it being
    understood that the lien on any Collateral that is the subject of a Disposition permitted under the Credit Documentation will
    be automatically released upon the consummation of such Disposition; 




 


	 	(e)	dividends or distributions on, or redemptions or repurchases
of, the capital stock of the Borrower (“Restricted Payments”), with exceptions for, among other things, 




 


	 	 	(i)	distributions to Holdings to pay (or to make distributions
to any direct or indirect parent of Holdings to pay) taxes due and payable by Holdings (or any direct or indirect parent of Holdings)
to any taxing authority and that are attributable to the income or operation of the Borrower or its subsidiaries, including any
consolidated, combined or similar income tax liabilities attributable to taxable income of Borrower and its Restricted Subsidiaries,
operating expenses in the ordinary course and other corporate overhead, franchise and similar taxes required to maintain its corporate
existence and fees and expenses of debt or equity offerings (whether or not successful),




 


	 	 	(ii)	distributions to Holdings to fund (or to make distributions
to any direct or indirect parent of Holdings to fund) the repurchase or redemption of the capital stock of Holdings, or its direct
or indirect parents, in each case, held by future, current or former directors, officers, employees, members of management and
consultants and/or their respective estates, heirs, family members, spouses, domestic partners, former spouses or former domestic
partners in an amount not to exceed an amount to be agreed per fiscal year, with unused amounts permitted to be carried forward
to subsequent fiscal years, and




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 25
	 



     


    

 


	 	 	(iii)	to the extent constituting a Restricted Payment, the
consummation of the Transactions;




 


	 	 	provided that dividends in respect of common
equity of Holdings will be subject to the following conditions (x) the Borrower shall be in pro forma compliance with a Total
Leverage Ratio set at 2.50:1.00, and (y) any such dividend shall not exceed trailing twelve month consolidated net income of the
Borrower and its Restricted Subsidiaries.




 


	 	(f)	acquisitions of equity interests, investments, loans
and advances (“Investments”), with exceptions for, among other things, 




 


	 	 	(i)	Investments in Holdings and/or any Restricted Subsidiary;
provided, that the aggregate outstanding amount of Investments made by Loan Parties in Holdings and/or any Restricted Subsidiary
that is not a Loan Party will be limited to an amount to be agreed,




 


	 	 	(ii)	Investments in Foreign Subsidiaries in an aggregate
outstanding amount not to exceed an amount to be agreed,




 


	 	 	(iii)	Investments in joint ventures and Unrestricted Subsidiaries
in an aggregate outstanding amount not to exceed an amount to be agreed,




 


	 	 	(iv)	Investments in Restricted Subsidiaries in connection
with internal reorganizations and/or restructurings and related activities that do not materially impair the Guaranties, taken
as a whole, or the security interest of the Agent in the Collateral, taken as a whole,




 


	 	 	(v)	Permitted Acquisitions (as defined below), and




 


	 	 	(vi)	a general Investment basket in an aggregate outstanding
amount not to exceed an amount to be agreed.




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 26
	 



     


    

 


	 	(g)	(i) prepayments, redemptions and repurchases (any
such prepayment, redemption or repurchase, a “Restricted Debt Payment”) of any material subordinated debt,
junior lien debt and certain unsecured debt (“Restricted Debt”) (and excluding, for the avoidance of doubt,
regularly scheduled interest payments and payment of fees, expenses and indemnification obligations), other than: 




 


	 	 	(A)	refinancings or exchanges of Restricted Debt for like
or junior debt subject to conditions to be agreed,




 


	 	 	(B)	payments with, or conversions to, Permitted Equity,
and




 


	 	 	(C)	other Restricted Debt Payments to be mutually agreed,




 


	 	 	(ii)	modifications of the terms of Restricted Debt (A) in
violation of the Intercreditor Agreement or any other applicable intercreditor or subordination agreement or (B) that are materially
adverse to the Lenders; and




 


	 	(h)	burdensome agreements (i.e., negative pledge clauses
and limitations on dividends and other distributions by Restricted Subsidiaries);




 


	 	(i)	passive holding company applicable to Holdings;




 


	 	(j)	changes in business;




 


	 	(k)	transactions with affiliates with respect to transactions
with a fair market value in excess of a de minimis amount to be mutually agreed, with exceptions to permit, among others, (i) transactions
among the Borrower and its Restricted Subsidiaries, (ii) the transactions and payments required under the Acquisition Agreement,
(iii) transactions that are for fair market value and on other terms that, taken as a whole, are no less favorable to the
Borrower and its Restricted Subsidiaries than an arm’s length transaction and (iv) other exceptions to be mutually
agreed;




 


	 	(l)	changes in fiscal year; and




 


	 	(m)	amendments of organizational documents of the Loan Parties
that are materially adverse to the Lenders.






 


	 	For
    purposes of determining the permissibility of any action, change, transaction or event that requires a calculation of any
    financial ratio or test (including the Total Leverage Ratio, the First Lien Leverage Ratio, the Secured Leverage Ratio and
    the amount of Consolidated EBITDA, Adjusted Consolidated Net Income or consolidated total assets), such financial ratio or
    test shall be calculated at the time such action is taken, such change is made, such transaction is consummated or such event
    occurs, as the case may be, and no Default or Event of Default shall be deemed to have occurred solely as a result of a change
    in such financial ratio or test occurring after the time such action is taken, such change is made, such transaction is consummated
    or such event occurs, as the case may be.
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 27
	 



     


    

 


	 	The
    limitations on Investments, Restricted Payments and Restricted Debt Payments referenced above shall be subject to a carve-out
    for a “building” basket (the “Available Basket”) in a cumulative amount equal to:



 


	 	(a)	$25.0 million, plus




 


	 	(b)	without duplication:




 


	 	 	(i)	a growth amount (the “Growth Amount”)
based on an amount (which shall not be less than zero) equal to the retained portion of Excess Cash Flow (i.e. Excess Cash Flow
not otherwise required to be applied to prepay the Term Loans), which will accumulate on an annual basis (commencing with the
first full fiscal year for which financial statements are available after the Closing Date), plus




 


	 	 	(ii)	the cash proceeds of Permitted Equity of the Borrower
and/or its Restricted Subsidiaries (other than Specified Equity Contributions and amounts used for the Contributions Indebtedness
basket) after the Closing Date, plus




 


	 	 	(iii)	the cash proceeds of debt and disqualified stock issued
after the Closing Date that have been exchanged or converted into Permitted Equity, plus




 


	 	 	(iv)	the net cash proceeds of sales of investments made after
the Closing Date using the Available Basket (up to the amount of the original investment), plus




 


	 	 	(v)	cash returns, profits, distributions and similar amounts
received on investments made after the Closing Date using the Available Amount (up to the amount of the original investment),
plus




 


	 	 	(vi)	the amount of any investment made by the Borrower and/or
any of its Restricted Subsidiaries in any Unrestricted Subsidiary after the Closing Date using the Available Amount, that has
been redesignated as a Restricted Subsidiary or that has been merged or consolidated into the Borrower or any of its Restricted
Subsidiaries or the fair market value of the assets of any Unrestricted Subsidiary that have been transferred to the Borrower
or any of its Restricted Subsidiaries, plus




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 28
	 



     


    

 


	 	 	(vii)	any Declined Proceeds;






 


	 	provided
    that, except with respect to any use of clauses (a) or (b)(ii) above, (x) no event of default may be continuing and (y)
    the Borrower shall be in pro forma compliance with a Total Leverage Ratio set at 3.25:1.00.
	 	 
	 	The
    Credit Documentation will permit the Borrower and its Restricted Subsidiaries to acquire all or substantially all of the assets
    of any person or any line of business or division thereof or the equity interests of any person (including any Investment
    which serves to increase the Borrower’s or its  Restricted Subsidiary’s respective equity ownership in any
    Restricted Subsidiary or in any joint venture) that is engaged in a similar business and becomes a Restricted Subsidiary (each,
    a “Permitted Acquisition”), in each case so long as, after giving effect thereto and any indebtedness to
    be incurred or assumed in connection therewith, (a) the Borrower is in pro forma compliance with the Financial Covenant and
    (b) there is no event of default.
	 	 
	 	Permitted
    Acquisitions of (a) entities that do not become Guarantors or (b) assets that are not acquired by a Loan Party will be limited
    in an aggregate amount to be agreed; provided that, in the case of each of clauses (a) and (b), such
    limitation shall not apply to the extent (x) the relevant acquisition is made with the proceeds of sales of, or contributions
    to, Permitted Equity of the Borrower or (y) (1) the person so acquired (or the person owning the assets so acquired) becomes
    a Guarantor even though such person owns equity interests in persons that are not otherwise required to become Guarantors
    and (2) not less than 70% of the Consolidated EBITDA of the consolidated target is generated by entities that become Guarantors.
	 	 
	Unrestricted
    Subsidiaries:	The
    Credit Documentation will contain provisions pursuant to which, subject to customary limitations on Investments in Unrestricted
    Subsidiaries, the Borrower will be permitted to designate (or re-designate) any existing or subsequently acquired or organized
    Restricted Subsidiary as an “unrestricted subsidiary” (each, an “Unrestricted Subsidiary”)
    and designate (or re-designate) any such Unrestricted Subsidiary as a Restricted Subsidiary; provided, that after giving
    effect to any such designation or re-designation, no event of default shall exist (including after giving effect to the reclassification
    of any indebtedness of, and/or liens on the assets of, the relevant subsidiary) and the Borrower shall be in pro forma compliance
    with the Financial Covenant. Unrestricted Subsidiaries (and the sale of any equity interests therein or assets thereof) will
    not be subject to the mandatory prepayment, representations and warranties, affirmative or negative covenants, Financial Covenant
    or event of default provisions of the Credit Documentation, and the results of operations and indebtedness of Unrestricted
    Subsidiaries will not be taken into account for purposes of determining compliance with the Financial Covenant or any financial
    ratio set forth in the Credit Documentation.  No Restricted Subsidiary may be designated as an Unrestricted Subsidiary
    under the Term Facility if it is a Restricted Subsidiary under the New ABL Facility.
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 29
	 



     


    

 


	Events
    of Default:	Limited
    to the following:  nonpayment of principal when due; nonpayment of interest, fees or other amounts after 5 business
    days; material inaccuracy of a representation or warranty when made or deemed made; violation of a covenant (subject, in the
    case of affirmative covenants (other than notices of default and the covenant to maintain the organizational existence of
    the Borrower; provided that the delivery of a notice of default at any time will cure such event of default arising
    from the failure to timely deliver such notice of default), to a grace period of 30 days following written notice from
    the Agent); cross default and cross acceleration to material indebtedness other than any event of default related to a breach
    of the New ABL Facility (or any refinancing or replacement thereof) unless an acceleration (and termination of commitments)
    thereunder has occurred); provided that there will be cross default and cross acceleration to any payment event of
    default under the New ABL Facility; bankruptcy events with respect to Holdings, the Borrower or a material Restricted Subsidiary
    (with a customary grace period for involuntary actions); ERISA events subject to Material Adverse Effect; material unpaid,
    final judgments for money (to the extent not covered by insurance) that have not been vacated, discharged, stayed or bonded
    pending appeal within 60 days from the entry thereof; actual (or assertion by a Loan Party in writing of the) invalidity
    of the definitive credit agreement in respect of the Term Facility, any material Guaranty or material portion of the Collateral
    or subordination provisions in respect of material indebtedness (including the New ABL Facility); and a change of control
    (to be defined in a manner to be mutually agreed).  
	 	 
	 	In
    addition, no breach of the Financial Covenant will result in an Event of Default until the date that is 15 business days after
    the day on which financial statements are required to be delivered for the relevant fiscal quarter if, in the case of this
    clause (a), the Borrower then has the right to receive a Specified Equity Contribution in respect thereof and has delivered
    notice of its intention to exercise such right
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 30
	 



     


    

 


	Voting:	Amendments and waivers of the Credit Documentation will
require the approval of Lenders holding more than 50% of the aggregate amount of the Term Loans (the “Required Lenders”),
except that




 


	 	(a)	the consent of each Lender directly and adversely affected
thereby shall be required with respect to:




 


	 	 	(i)	any reduction in the principal amount of any Term Loan
owed to such Lender,  




 


	 	 	(ii)	any extension of the final maturity of any Term Loan
owed to such Lender or the due date of any interest or fee payment or any scheduled amortization payment in respect of any Term
Loan owed to such Lender,  




 


	 	 	(iii)	any reduction in the rate of interest (other than a
waiver of default interest) or the amount of any fee owed to such Lender (it being understood that any change in any definition
applicable to any ratio used in the calculation of such rate of interest or fees (or any component definition thereof) shall not
constitute a reduction in any rate of interest or any fee),  




 


	 	 	(iv)	any increase in the amount (other than with respect
to any Incremental Term Facility to which such Lender has agreed) of such Lender’s commitment (it being understood that
no waiver of any condition precedent or the waiver of any default, event of default or mandatory prepayment shall constitute an
increase of any commitment of any Lender),  




 


	 	 	(v)	any extension of the expiry date of such Lender’s
commitment (it being understood that a waiver of any condition precedent or the waiver of any default, event of default or mandatory
prepayment shall not constitute an extension of any commitment of any Lender), and reductions of principal or interest without
consideration, and  




 


	 	 	(vi)	any modification to the pro rata sharing and pro rata
sharing of payment provisions, except as otherwise provided in the Credit Documentation, and  




 


	 	(b)	the consent of 100% of the Lenders will be required
with respect to:




 


	 	 	(i)	reductions of any of the voting percentages set forth
in the definition of “Required Lenders”,




 


	 	 	(ii)	releases of all or substantially all of the Collateral
(other than in accordance with the Credit Documentation), and




 






    	 	Term Sheet – Term Facility
Exhibit B - Page 31
	 



     


    

 


	 	 	(iii)	releases of all or substantially all of the value of
the Guaranty under the Term Facility (other than in accordance with the Credit Documentation),






 


	 	Modifications
    to provisions regarding pro rata payments or sharing of payments, in each case, in connection with loan buy-back
    or similar programs, “amend and extend” transactions or the addition of one or more tranches of debt (which may,
    but are not required to be new money tranches) and the like not otherwise contemplated hereby shall only require approval
    of the Required Lenders, and non-pro rata distributions and commitment reductions will be permitted in connection
    with any such loan buy-back or similar programs, amend and extend transactions or new tranches of debt and as contemplated
    hereby.
	 	 
	 	The
    Credit Documentation will contain provisions to permit the amendment and extension and/or replacement of the Term Facility
    (including any Incremental Term Facility), which may be provided by existing Lenders or, subject to the reasonable consent
    of the Agent if required under the heading “Assignments and Participations” below, other persons who become Lenders
    in connection therewith, in each case without the consent of any other Lender; provided that any offer to extend and/or
    replace the Term Facility will be offered to all existing Lenders of the class being extended and/or replaced.
	 	 
	 	The
    Credit Documentation will permit the Agent and the Borrower to enter into one or more amendments thereto to incorporate the
    provisions of any Incremental Term Facility made available without any Lender’s consent, so long as the purpose of such
    amendment is solely to incorporate the appropriate provisions for such Incremental Term Facility in the Credit Documentation.
	 	 
	 	The
    Credit Documentation shall contain provisions allowing the Borrower to replace a Lender in connection with, but not limited
    to, (i) amendments and waivers requiring the consent of all Lenders or of all Lenders directly affected thereby (so long as
    the Required Lenders or a majority of the relevant group of affected Lenders, as the case may be, consent), (ii) increased
    costs and loss of yield, (iii) taxes and (iv) insolvent Lenders.
	 	 
	Defaulting
    Lenders:	The
    Credit Documentation will contain customary limitations on and protections with respect to “defaulting” Lenders,
    including, but not limited to, exclusion for purposes of voting.
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 32
	 



     


    

 


	Assignments
    and Participations:	The
    Lenders shall be permitted to assign all or a portion of their Term Loans and commitments to any person (other than to (a)
    any Disqualified Institution, (b) any natural person and (c) except as otherwise provided herein, the Borrower or any affiliate
    thereof) with the consent of (i) the Borrower (not to be unreasonably withheld), unless a payment or bankruptcy (with respect
    to the Borrower) event of default has occurred and is continuing or such assignment is to a Lender, an affiliate of a Lender
    or an Approved Fund (as defined below) of a Lender; provided that the Borrower shall be deemed to have consented to
    any assignment unless it has objected thereto by delivering written notice to the Agent within 10 business days after receipt
    of a request for consent thereto and (ii) the Agent (not to be unreasonably withheld or delayed).  Non-pro rata
    assignments shall be permitted.  In the case of partial assignments (other than to another Lender, an affiliate
    of a Lender or an Approved Fund), the minimum assignment amount shall be $1 million, unless otherwise agreed by the Borrower
    and the Agent.  The Agent shall receive a processing and recordation fee of $3,500 (which fee may be waived or reduced
    in the sole discretion of the Agent) in connection with all assignments.
	 	 
	 	The
    Lenders shall also have the right to sell participations in their Term Loans to other persons (other than any Disqualified
    Institutions (provided that the list of Disqualified Institutions (other than affiliates identifiable by name referred
    to in the definition of “Disqualified Institution”) is made available to all Lenders).  Participants
    shall have the same benefits as the Lenders with respect to yield protection and increased cost provisions subject to customary
    limitations and restrictions.  Voting rights of participants shall be limited to those matters set forth in clauses
    (a) and (b) of the first paragraph under “Voting” with respect to which the affirmative vote of the
    Lender from which it purchased its participation would be required.
	 	 
	 	The
    list of Disqualified Institutions (other than affiliates identifiable by name referred to in the definition of “Disqualified
    Institution”) shall be made available by the Agent to any Lender who specifically requests a copy thereof.
	 	 
	 	“Approved
    Fund” means, with respect to any Lender, any person (other than a natural person) that is engaged in making, purchasing,
    holding or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its activities
    and is administered, advised or managed by (i) such Lender, (ii) an affiliate of such Lender or (iii) an entity or an affiliate
    of an entity that administers, advises or manages such Lender.
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 33
	 



     


    

 


	 	The
    Credit Documentation shall provide that Term Loans may be purchased by and assigned to (x) any Non-Debt Fund Affiliate (as
    defined below) and/or (y) Holdings, the Borrower and/or any subsidiary of the Borrower (the persons in clauses (x)
    and (y) above collectively, “Affiliated Lenders”) on a non-pro rata basis through Dutch auctions
    open to all Lenders holding Term Loans on a pro rata basis in accordance with customary procedures to be agreed and/or open
    market purchases, notwithstanding any consent requirements set forth above; provided, that:



 


	 	(a)	no Affiliated Lender shall be required to make a representation
that, as of the date of any such purchase and assignment, it is not in possession of MNPI with respect to Holdings, the Borrower
and/or any subsidiary thereof and/or any of their respective securities,




 


	 	(b)	Term Loans owned or held by Affiliated Lenders shall
be (i) disregarded in the determination of any Required Lender vote (and such Term Loans shall be deemed to be voted pro rata
to the non-Affiliated Lenders) and (ii) voted by the Agent in its discretion in connection with any plan of reorganization in
an insolvency proceeding unless such plan effects the holder thereof, in its capacity as such, in a disproportionately adverse
manner relative to the treatment of other Lenders,




 


	 	(c)	Term Loans owned or held by Affiliated Lenders shall
not, in the aggregate, exceed 25% of the aggregate outstanding Term Facility at any time (after giving effect to any substantially
simultaneous cancellations thereof),




 


	 	(d)	no Affiliated Lender, solely in its capacity as such,
shall be permitted to attend any “lender-only” conference calls or meetings or receive any related “lender-only”
information,




 


	 	(e)	in the case of any Dutch auction or open market purchase
conducted by Holdings, the Borrower or any of their subsidiaries, no event of default shall be continuing at the time of acceptance
of bids for the relevant Dutch auction or the confirmation of such open market purchase,




 


	 	(f)	any Term Loans acquired by Holdings, the Borrower or
any of their subsidiaries shall be promptly cancelled, and




 


	 	(g)	the relevant Affiliated Lender shall identify itself
as such prior to such assignment.






 


	 	Notwithstanding
    the foregoing, (a) the Credit Documentation shall permit (but not require) any Non-Debt Fund Affiliate to contribute any assigned
    Term Loans to Holdings, the Borrower or any their subsidiaries for purposes of cancelling such Term Loans, (b) each Affiliated
    Lender shall have the right to vote on any amendment, modification, waiver or consent that would require the vote of all Lenders
    or the vote of all Lenders directly and adversely affected thereby and (c) no amendment, modification, waiver or consent shall
    affect any Affiliated Lender (in its capacity as a Lender) in a manner that is disproportionate to the effect on any Lender
    of the same class or that would deprive such Affiliated Lender of its pro rata share of any payments to which it is entitled.
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 34
	 



     


    

 


	 	“Non-Debt
    Fund Affiliate” means any affiliate of Holdings or the Borrower (other than Holdings, the Borrower or any subsidiary
    of the Borrower).
	 	 
	Yield
    Protection and Taxes:	The
    Credit Documentation shall contain customary provisions (a) protecting the Lenders against increased costs or loss of
    yield resulting from changes in reserve, capital adequacy and other requirements of law (provided that (i) the
    Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines, requirements and directives
    thereunder or issued in connection therewith or in implementation thereof and (ii) all requests, rules, guidelines, requirements
    and directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor
    or similar authority) or the United States regulatory authorities, in each case pursuant to Basel III, shall in the case of
    each of clauses (i) and (ii), be deemed to constitute a change in requirements of law, regardless of the
    date enacted, adopted, issued, or implemented but solely to the extent the relevant increased costs or loss of yield would
    have been included if they had been imposed under applicable increased cost provisions), in each case, subject to customary
    limitations and exceptions (it being understood that requests for payments on account of increased costs resulting from market
    disruption shall be limited to circumstances generally affecting the banking market and when the Required Lenders have made
    a request therefor) and (b) indemnifying the Term Lenders for actual “breakage costs” incurred in connection
    with, among other things, any prepayment of a Eurodollar Loan on a day other than the last day of an interest period with
    respect thereto.
	 	 
	 	The
    Credit Documentation shall contain a customary tax gross-up with exceptions to be agreed; it being understood that the gross
    up obligations shall not apply to U.S. federal withholding taxes imposed as a result of the failure to comply with the requirements
    of current Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor provisions that are substantively
    comparable and not materially more onerous to comply with), and any current or future regulations promulgated thereunder or
    other official guidance or interpretations issued pursuant thereto and any intergovernmental agreements implementing the foregoing.
	 	 
	 	The
    Credit Documentation shall (a) contain provisions regarding the timing for asserting a claim in respect of yield protection
    and/or taxes and (b) solely with respect to increased costs, require that each Lender asserting any such claim certify
    to the Borrower that it is generally requiring reimbursement for the relevant amounts from similarly situated borrowers under
    comparable syndicated credit facilities.  
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 35
	 



     


    

 


	Expenses
    and Indemnification:	The
    Borrower shall pay:



 


	 	(a)	if the Closing Date occurs, all reasonable and documented
out-of-pocket expenses of the Agent and the Lead Arrangers incurred on or after the Closing Date within 30 days of a written demand
therefor, together with backup documentation supporting such reimbursement request, associated with the syndication of the Term
Facility and the preparation, execution, delivery and administration of the Credit Documentation and any amendment or waiver with
respect thereto (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket fees,
disbursements and other charges of one counsel to the Agent, in each case as counsel to the Agent and the Lead Arrangers, taken
as a whole (it being understood and agreed that such counsel shall be the law firm representing the Left Lead Arranger), and,
if reasonably necessary, of one local counsel in any relevant local jurisdiction to such persons, taken as a whole), and




 


	 	(b)	all reasonable and documented out-of-pocket expenses
of the Agent and the Lenders within 30 days of a written demand therefor (but limited, in the case of legal fees and expenses,
to the actual reasonable and documented out-of-pocket fees, disbursements and other charges of one counsel to the Agent and the
Lenders, taken as a whole, and, if necessary, of one local counsel in any relevant jurisdiction to such persons, taken as a whole)
in connection with the enforcement of the Credit Documentation.






 


	 	The
    Agent, the Lead Arrangers and the Lenders (and their respective affiliates and controlling persons (and their respective officers,
    directors, employees, partners, agents, advisors and other representatives) (each, together with their successors and assigns,
    an “indemnified person”) will be indemnified for and held harmless against, any losses, claims, damages,
    liabilities or expenses (but limited, in the case of legal fees and expenses, to the actual reasonable and documented out-of-pocket
    fees, disbursements and other charges of one counsel to all indemnified persons taken as a whole and, solely in the case of
    an actual or potential conflict of interest, one additional counsel to all affected indemnified persons taken as a whole,
    and, if reasonably necessary, one local counsel in any relevant jurisdiction to all indemnified persons, taken as a whole,
    and solely in the case of any such actual or potential conflict of interest, one additional local counsel to all affected
    indemnified persons, taken as a whole, in each relevant jurisdiction) incurred in respect of the Term Facility or the use
    or the proposed use of proceeds thereof, except to the extent they are determined by a final, non-appealable judgment of a
    court of competent jurisdiction to have arisen from (a) the gross negligence, bad faith or willful misconduct of, or material
    breach of the Credit Documentation by, such indemnified person, in each case as determined and/or (b) any dispute solely among
    the indemnified persons (other than any claims against an indemnified person in its capacity as the Agent or Lead Arranger)
    that does not arise out of any act or omission of Holdings, the Borrower, or any of their respective subsidiaries.  
	 	 







    	 	Term Sheet – Term Facility
Exhibit B - Page 36
	 



     


    

 


	 	None
    of the indemnified persons, Holdings or any of its affiliates or the respective directors, officers, employees, agents, advisors
    or other representatives of any of the foregoing shall be liable for any special, indirect, consequential or punitive damages
    in connection with the Term Facility (including the use or intended use of the proceeds of the Term Facility) or the transactions
    contemplated hereby; provided, that nothing contained in this sentence shall limit the indemnification obligations
    to the extent set forth hereinabove to the extent such special, indirect, consequential or punitive damages are included in
    any third party claim in connection with which such indemnified person is entitled to indemnification hereunder.
	 	 
	Governing
    Law and Forum:	New
    York; provided, that, (a) any Credit Documentation that governs security interests and lien in the Collateral shall
    be governed by the laws of the jurisdiction in which such security interest and/or lien is intended to be created or perfected
    (subject to the terms hereof) and (b) notwithstanding the governing law provisions of the Credit Documentation, it is understood
    and agreed that (i) the interpretation of the definition of “Material Adverse Effect” (and whether or not
    a Material Adverse Effect has occurred), (ii) the determination of the accuracy of any Specified Acquisition Agreement
    Representation and whether as a result of any inaccuracy thereof either the Borrower or its applicable affiliate has the right
    to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition and (iii) the
    determination of whether the Acquisition has been consummated in accordance with the terms of the Acquisition Agreement and,
    in any case, claims or disputes arising out of any such interpretation or determination or any aspect thereof shall, in each
    case, be governed by, and construed in accordance with, the laws of Delaware, regardless of the laws that might otherwise
    govern under applicable principles of conflicts of laws thereof.
	 	 
	Counsel
    to the Agent and the Lead Arrangers:	Davis
    Polk & Wardwell LLP.


 




    	 	Term Sheet – Term Facility
Exhibit B - Page 37
	 



     


    


 


Annex I
to Exhibit B


 


INTEREST
RATES


 


	Interest
    Rate Options:	The
    Borrower may elect that the Term Loans bear interest at a rate per annum equal to (a) ABR, which shall not be less than 2.00%,
    plus the Term Facility Applicable Margin (as defined below) or (b) the Eurodollar Rate, which shall not be less than
    1.00% per annum, plus the Term Facility Applicable Margin.
	 	 
	 	As
    used herein:
	 	 
	 	“Term
    Facility Applicable Margin” means (a) 4.00% in the case of ABR Loans and (b) 5.00% in the case of Eurodollar Loans.
	 	 
	 	Overdue
    amounts shall bear interest, to the fullest extent permitted by law, at (a) in the case of principal and interest, 2.00% per
    annum above the rate then borne by (in the case of such principal) such borrowings or (in the case of interest) the borrowings
    to which such overdue amount relates or (b) in the case of fees, 2.00% per annum in excess of the rate otherwise applicable
    to Term Loans maintained as ABR Loans from time to time. 
	 	 
	Interest
    Payment Dates:	In
        the case of ABR Loans, quarterly in arrears.

         

        In
        the case of Eurodollar Loans, on the last day of each relevant interest period and, in the case of any interest period
        longer than 3 months, on each successive date 3 months after the first day of such interest period.

	 	 
	Rate
    Basis:	All
    per annum rates shall be calculated on the basis of a year of 360 days for actual days elapsed.
	 	 
	Delayed-Draw
    Ticking fee:	With
    respect to the undrawn portion of the commitments in respect of the Delayed Draw Term Facility, (i) initially, 0% on and after
    the Closing Date and until the date that is 30 days after the Closing Date, (ii) from the date that is 31 days after the Closing
    Date and until the date that is 60 days after the Closing Date, a rate equal to 50% of the interest margin applicable to Eurodollar
    Loans, and (iii) from and after the date that is 61 days after the Closing Date, a rate equal to 100% of the interest margin
    (after giving effect to any flex provisions in the Fee Letter) applicable to Eurodollar Loans plus any LIBOR “floor”,
    payable in each case to non-Defaulting Lenders quarterly in arrears after the Closing Date and upon the termination of the
    commitments, calculated based on the number of days elapsed in a 360-day year.


 




    	 	Term Sheet - Term Facility
Annex I to Exhibit B - Page 1
	 



     


    



 


EXHIBIT
C


 


PROJECT
COGNAC


CONDITIONS


 


The
availability and initial funding of the Term Facility on the Closing Date shall be subject to the satisfaction (or waiver by the
Initial Lenders) of solely the following conditions (subject to the Limited Conditionality Provision). Capitalized terms used
but not otherwise defined herein have the meanings assigned to such terms in the Commitment Letter to which this Exhibit C
is attached or on Exhibits A or B (including the Annexes thereto) attached thereto.


 


		(c)	The
                                         Credit Documentation shall have executed and delivered by each of the parties party thereto,
                                         and the Commitment Parties shall have received:



 


		(a)	customary
                                         closing certificates, borrowing notices and legal opinions, corporate documents and resolutions/evidence
                                         of authority for the Loan Parties; and



 


		(b)	a
                                         certificate of the chief financial officer (or other officer with reasonably equivalent
                                         responsibilities) of the Borrower in the form attached as Annex I hereto,
                                         certifying that the Borrower and its Subsidiaries, on a consolidated basis, after giving
                                         effect to the Transactions, are solvent.



 


		(d)	The
                                         Specified Acquisition Agreement Representations and the Specified Representations shall
                                         be true and correct to the extent required in the Limited Conditionality Provision.



 


		(e)	Prior
                                         to or substantially concurrently with the funding of the initial borrowings under the
                                         Term Facility contemplated by the Commitment Letter, Holdings shall have received the
                                         Equity Contribution on terms consistent with clause (b) of Exhibit A to the Commitment
                                         Letter.



 


		(f)	The
                                         Agreement and Plan of Merger with respect to the Acquisition (together with the exhibits
                                         and disclosure schedules thereto, the “Acquisition Agreement”), among,
                                         Holdings Merger Sub, Target, and the other parties thereto, shall be in form and substance
                                         reasonably satisfactory to the Commitment Parties (with the Commitment Parties hereby
                                         acknowledging that the terms of the draft Acquisition Agreement dated as of December
                                         19, 2016 and received by the Commitment Parties on December 19, 2016 are reasonably satisfactory).
                                         Substantially concurrently with the funding of the initial borrowings under the Term
                                         Facility, the Acquisition shall be consummated in accordance with the terms of the Acquisition
                                         Agreement, but without giving effect to any amendments, waivers or consents by Holdings
                                         or the Borrower that are materially adverse to the interests of the Initial Lenders or
                                         the Lead Arrangers in their respective capacities as such without the consent of the
                                         Lead Arrangers, such consent not to be unreasonably withheld, delayed or conditioned
                                         (it being understood that (a) any decrease in the purchase price shall not be materially
                                         adverse to the interests of the Initial Lenders or the Lead Arrangers so long as such
                                         decrease is allocated (i) first, to reduce the Equity Contribution such that the Equity
                                         Contribution represents the Minimum Equity Contribution Percentage, and (ii) thereafter,
                                         to reduce the Equity Contribution and the Term Facility on a pro rata, dollar-for-dollar
                                         basis, (b) any increase in the purchase price shall not be materially adverse to the
                                         Initial Lenders or the Lead Arrangers so long as such increase is funded by amounts permitted
                                         to be drawn under the Term Facility, the New ABL Facility or the Equity Contribution
                                         (without reducing the percentage otherwise required to be contributed pursuant to the
                                         definition thereof), (c) any amendment or modification of the definition of “Material
                                         Adverse Effect” shall be deemed to be materially adverse to the interests of the
                                         Initial Lenders or the Lead Arrangers and (d) the granting of any consent under the Acquisition
                                         Agreement that is not materially adverse to the interests of the Initial Lenders or the
                                         Lead Arrangers shall not otherwise constitute an amendment or waiver).



 






    	 	Conditions
Exhibit C - Page 1
	 



     


    

 


		(g)	The
                                         Refinancing shall have been consummated substantially concurrently with the initial borrowings
                                         under the Term Facility and the New ABL Facility shall be effective on terms consistent
                                         with clause (c) of Exhibit A to the Commitment Letter concurrently with the initial
                                         borrowings under the Term Facility.



 


		(h)	Since
                                         the date hereof, no Material Adverse Effect (as defined in the Acquisition Agreement)
                                         shall have occurred.



 


		(i)	The
                                         Lead Arrangers shall have received (a) an audited consolidated balance sheet and audited
                                         consolidated statements of income, stockholders’ equity and cash flows of the Target
                                         as of the end of and for the fiscal years ended on or about December 31, 2014 and December
                                         31, 2015 and each subsequent fiscal year ended at least 90 days prior to the Closing
                                         Date, (b) unaudited consolidated balance sheets and related statements of income and
                                         cash flows of the Target for the fiscal quarter ended on or about September 30, 2016
                                         and each subsequent fiscal quarter ended at least 45 days prior to the Closing Date,
                                         and (c) a pro forma consolidated balance sheet and related pro forma statement of income
                                         of the Borrower as of the last day of and for the four fiscal quarters ended on the last
                                         date/or which financial statements pursuant to clause (a) and (b) were most recently
                                         required (the “Pro Forma Financial Statements”), prepared after giving
                                         effect to the Transactions as if the Transactions had occurred as of such date (in the
                                         case of such balance sheet) or at the beginning of such period (in the case of the statement
                                         of income). The information described under clauses (a), (b) and (c)
                                         of this paragraph 7 shall be defined as the “Required Bank Information.”



 


		(j)	Subject
                                         to the Limited Conditionality Provision and the provisions of the Intercreditor Agreement,
                                         all documents and instruments necessary to establish that the Agents will have perfected
                                         security interests (subject to liens permitted under the relevant Credit Documentation)
                                         in the Collateral under the Term Facility shall have been executed (to the extent applicable)
                                         and delivered to the applicable Agent and, if applicable, be in proper form for filing.



 


		(k)	All
                                         (a) fees required to be paid on the Closing Date pursuant to the Fee Letter and
                                         (b) expenses required to be paid on the Closing Date pursuant to the Commitment
                                         Letter (in the case of this clause (b), to the extent invoiced at least 3
                                         business days prior to the Closing Date (the “Invoice Date”) or such
                                         later date to which the Borrower may agree), shall, in each case, have been paid (which
                                         amounts may be offset against the proceeds of the Term Facility).



 


		(l)	The
                                         Agents shall have received, at least 3 business days prior to the Closing Date, all documentation
                                         and other information required by regulatory authorities with respect to the Loan Parties
                                         under applicable “know your customer” and anti-money laundering rules and
                                         regulations, including, without limitation, the PATRIOT Act, that has been reasonably
                                         requested by any Initial Lender at least 10 business days in advance of the Closing Date.



 


		(m)	The
                                         Lead Arrangers shall have been afforded a period (the “Marketing Period”)
                                         of at least 15 consecutive business days (ending no later than the business day immediately
                                         prior to the Closing Date) commencing upon receipt of the Required Bank Information,
                                         to syndicate the Term Facility; provided, that in no event shall the Marketing
                                         Period commence prior to January 9, 2017.



 




    	 	Conditions
Exhibit C - Page 2
	 



     


    


 


Annex I
to Exhibit C


 


FORM
OF SOLVENCY CERTIFICATE


 


[●][●],
2016


 


This
Solvency Certificate is being executed and delivered pursuant to Section [●] of that certain [●]1,
(the “Credit Agreement”; the terms defined therein being used herein as therein defined).


 


I,
[●], the [Chief Financial Officer/equivalent officer] of the Borrower, in such capacity and not in an individual
capacity, hereby certify as follows:


 


		(n)	I
                                         am generally familiar with the businesses and assets of the Borrower and its Subsidiaries,
                                         taken as a whole, and am duly authorized to execute this Solvency Certificate on behalf
                                         of the Borrower Representative pursuant to the Credit Agreement; and



 


		(o)	As
                                         of the date hereof and after giving effect to the Transactions and the incurrence of
                                         the indebtedness and obligations being incurred in connection with the Credit Agreement
                                         and the Transactions, that, (i) the sum of the debt (including contingent liabilities)
                                         of the Borrower and its Subsidiaries, taken as a whole, does not exceed the fair value
                                         of the assets (on a going concern basis) of the Borrower and its Subsidiaries, taken
                                         as a whole, (ii) the present fair saleable value of the assets of the Borrower and
                                         its Subsidiaries, taken as a whole, is not less than the amount that will be required
                                         the probable liabilities (including contingent liabilities) of the Borrower and its Subsidiaries,
                                         taken as a whole, on their debts as they become absolute and matured, (iii) the capital
                                         of the Borrower and its Subsidiaries, taken as a whole, is not unreasonably small in
                                         relation to the business of the Borrower and its Subsidiaries, taken as a whole, contemplated
                                         as of the date hereof; and (iv) the Borrower and its Subsidiaries, taken as a whole,
                                         do not intend to incur, or believe that they will incur, debts (including current obligations
                                         and contingent liabilities) beyond their ability to pay such debt as they mature in the
                                         ordinary course of business. For the purposes hereof, the amount of any contingent liability
                                         at any time shall be computed as the amount that, in light of all of the facts and circumstances
                                         existing at such time, represents the amount that can reasonably be expected to become
                                         an actual or matured liability.



 


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of page intentionally left blank] 


 





 



1
Describe Credit Agreement.


 




    	 	Conditions
Annex I to Exhibit C - Page 1
	 



     


    



 


IN
WITNESS WHEREOF, I have executed this Solvency Certificate on the date first written above.


 





	 	By:	 
	 	Name:	[●]
	 	Title:	[Chief Financial Officer/equivalent officer]







 


 


Conditions


Annex I to Exhibit C – Page 2